UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 001-5507

Tellurian Inc.

(Exact name of registrant as specified in its charter)

Delaware				06-0842255
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
1201 Louisiana Street,	Suite 3100,	Houston,	TX	77002
(Address of principal executive offices)				(Zip Code)

(Registrant’s telephone number, including area code): (832) 962-4000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	TELL	NYSE	American LLC
8.25% Senior Notes due 2028	TELZ	NYSE	American LLC
Securities registered pursuant to Section 12(g) of the Act:		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

    As of August 2, 2024, there were 893,759,536 shares of common stock, $0.01 par value, issued and outstanding.

Tellurian Inc.

TABLE OF CONTENTS

			Page
Part I — Financial Information (Unaudited)
Item 1.	Condensed Consolidated Financial Statements
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations	2
		Condensed Consolidated Statement of Changes in Stockholders’ Equity	3
		Condensed Consolidated Statements of Cash Flows	4
		Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		21
Item 4.	Controls and Procedures		21
Part II — Other Information
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 5.	Other Information		22
Item 6.	Exhibits		23
	Signatures		25

Cautionary Information About Forward-Looking Statements

The information in this report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, that address activity, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “proposed,” “should,” “will,” “would” and similar terms, phrases, and expressions are intended to identify forward-looking statements. These forward-looking statements relate to, among other things:

•our businesses and prospects and our overall strategy;

•our ability to continue as a going concern;

•planned or estimated capital expenditures;

•availability of liquidity and capital resources;

•our ability to obtain financing as needed and the terms of financing transactions, including for the Driftwood Project;

•potential impacts of entering into the Merger Agreement with Woodside and the closing of the Merger (in each case as defined below);

•revenues and expenses;

•progress in developing our projects and the timing of that progress;

•attributes and future values of the Company’s projects or other interests, operations or rights; and

•government regulations, including our ability to maintain necessary governmental permits and approvals, and the ongoing compliance and conditions required to do so.

Our forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties, which may cause our actual results and performance to be materially different from any future results or performance expressed or implied by the forward-looking statements. Factors that could cause actual results and performance to differ materially from any future results or performance expressed or implied by the forward-looking statements include, but are not limited to, the following:

•the uncertain nature of demand for and price of natural gas and LNG;

•the risk that Tellurian stockholders may not approve the Merger Agreement;

•     uncertainty as to whether the Merger will close and the timing to consummate the closing;

•    restrictions in the operation of our business while the Merger Agreement is in effect until the closing;

•risks related to shortages of LNG vessels worldwide;

•technological innovation which may render our anticipated competitive advantage obsolete;

•risks related to a terrorist or military incident involving an LNG carrier;

•changes in legislation and regulations relating to the LNG industry, including environmental laws and regulations that impose significant compliance costs and liabilities;

•governmental interventions in the LNG industry, including increases in barriers to international trade;

•uncertainties regarding our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects or otherwise continue as a going concern;

•our limited operating history;

•our ability to attract and retain key personnel;

•risks related to doing business in, and having counterparties in, foreign countries;

•our reliance on the skill and expertise of third-party service providers;

•the ability of our vendors, customers and other counterparties to meet their contractual obligations;

•risks and uncertainties inherent in management estimates of future operating results and cash flows;

•our ability to maintain compliance with our debt arrangements;

•changes in competitive factors, including the development or expansion of LNG, pipeline and other projects that are competitive with ours;

•development risks, operational hazards and regulatory approvals and the ability to maintain such approvals;

•our ability to enter into and consummate planned financing and other transactions;

•risks related to pandemics or disease outbreaks;

•risks of potential impairment charges; and

•risks and uncertainties associated with litigation matters, including any costs for litigation that might occur relating to the Merger.

The forward-looking statements in this report speak as of the date hereof. Although we may from time to time voluntarily update our prior forward-looking statements, we disclaim any commitment to do so except as required by securities laws.

DEFINITIONS

    To the extent applicable, and as used in this quarterly report, the terms listed below have the following meanings:

DD&A	Depreciation, depletion and amortization
DFC	Deferred financing costs and original issue discount
EPC	Engineering, procurement and construction
FID	Final investment decision as it pertains to the Driftwood Project
FERC	U.S. Federal Energy Regulatory Commission
GAAP	Generally accepted accounting principles in the U.S.
LNG	Liquefied natural gas
LSTK	Lump sum turnkey
Mtpa	Million tonnes per annum
NYSE American	NYSE American LLC
Phase 1	Plants one and two of the Driftwood terminal
Train	An industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
U.S.	United States
USACE	U.S. Army Corps of Engineers

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TELLURIAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts, unaudited)
	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	19,152	$	75,789
Accounts receivable	22,624		25,790
Prepaid expenses and other current assets	1,889		11,672
Current assets of discontinued operations (Note 4)	—		4,279
Total current assets	43,665		117,530
Property, plant and equipment, net	788,019		759,650
Other non-current assets	107,974		70,200
Non-current assets of discontinued operations (Note 4)	—		376,649
Total assets	$	939,658	$	1,324,029
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	55,056	$	55,548
Accrued and other liabilities	58,323		116,066
Borrowings	47,124		—
Current liabilities of discontinued operations (Note 4)	—		7,584
Total current liabilities	160,503		179,198
Borrowings	87,038		361,402
Finance lease liabilities	120,987		121,450
Other non-current liabilities	16,357		33,951
Non-current liabilities of discontinued operations (Note 4)	—		3,103
Total liabilities	384,885		699,104
Commitments and Contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and 6,123,782 shares outstanding, respectively	61		61
Common stock, $0.01 par value, 1,600,000,000 authorized:      894,992,962 and 703,739,585 shares outstanding, respectively	8,779		6,866
Additional paid-in capital	1,876,781		1,765,044
Accumulated deficit	(1,330,848)		(1,147,046)
Total stockholders’ equity	554,773		624,925
Total liabilities and stockholders’ equity	$	939,658	$	1,324,029

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

1

TELLURIAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts, unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Natural gas sales	$	—	$	—	$	—	$	—
Total revenue	—		—		—		—
Operating costs and expenses:
Operating expenses	—		—		—		—
Development expenses	6,380		11,530		11,930		23,587
Depreciation, depletion and amortization	1,088		720		2,175		1,416
General and administrative expenses	17,382		28,225		29,176		56,784
Total operating costs and expenses	24,850		40,475		43,281		81,787
Loss from operations	(24,850)		(40,475)		(43,281)		(81,787)
Interest expense, net	(2,369)		(4,179)		(5,038)		(8,189)
Loss on extinguishment of debt, net	(10,881)		—		(15,473)		(2,822)
Other (expense) income, net	(341)		378		(4,555)		12,604
Loss before income tax	(38,441)		(44,276)		(68,347)		(80,194)
Income tax	—		—		—		—
Loss from continuing operations	(38,441)		(44,276)		(68,347)		(80,194)
Loss from discontinued operations, net (Note 4)	(101,346)		(15,343)		(115,455)		(6,918)
Net loss	$	(139,787)	$	(59,619)	$	(183,802)	$	(87,112)
Net loss per common share(1) - Basic and Diluted
Continuing operations	$	(0.05)	$	(0.08)	$	(0.09)	$	(0.15)
Discontinued operations	$	(0.12)	$	(0.03)	$	(0.15)	$	(0.01)
Weighted-average shares outstanding:
Basic and Diluted	827,834		540,365		791,019		539,039
(1) The numerator for both basic and diluted loss per share is net loss. The denominator for both basic and diluted loss per share is the weighted-average shares outstanding during the period.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2

TELLURIAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Total shareholders’ equity, beginning balance	$	645,523	$	645,543	$	624,925	$	672,543
Preferred stock	61		61		61		61
Common stock:
Beginning balance	7,848		5,458		6,866		5,456
Common stock issuances	931		101		1,913		101
Share-based compensation, net	—		1		—		3
Ending balance	8,779		5,560		8,779		5,560
Additional paid-in capital:
Beginning balance	1,828,675		1,648,387		1,765,044		1,647,896
Common stock issuances	48,106		12,663		111,737		12,663
Share-based compensation, net	—		685		—		1,176
Ending balance	1,876,781		1,661,735		1,876,781		1,661,735
Accumulated deficit:
Beginning balance	(1,191,061)		(1,008,363)		(1,147,046)		(980,870)
Net loss	(139,787)		(59,619)		(183,802)		(87,112)
Ending balance	(1,330,848)		(1,067,982)		(1,330,848)		(1,067,982)
Total shareholders’ equity, ending balance	$	554,773	$	599,374	$	554,773	$	599,374

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

TELLURIAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(183,802)	$	(87,112)
Adjustments to reconcile Net loss to Net cash used in operating activities:
Depreciation, depletion and amortization	38,839		47,397
Amortization of DFC	6,809		1,652
Share-based compensation	—		1,179
Loss on sale of upstream assets (Note 4)	84,185		—
10% Senior Secured Notes paid in kind interest	5,391		—
Loss on financial instruments not designated as hedges	—		10,346
Change in fair value of embedded derivative	4,332		—
Loss on extinguishment of debt, net	15,473		2,822
Other	1,759		2,141
Net changes in working capital (Note 16)	(16,165)		37,654
Net cash (used in) provided by operating activities	(43,179)		16,080
Cash flows from investing activities:
Acquisition and development of natural gas properties, net	(9,625)		(95,231)
Proceeds from sale of upstream assets	249,421		—
Driftwood Project construction costs	(46,880)		(112,565)
Note receivable	—		(18,000)
Capitalized internal use software and other assets	(294)		(3,530)
Net cash provided by (used in) investing activities	192,622		(229,326)
Cash flows from financing activities:
Proceeds from common stock issuances	67,824		13,163
Equity issuance costs	(950)		(399)
Borrowing payments	(239,329)		(166,666)
Other	(429)		(344)
Net cash used in financing activities	(172,884)		(154,246)
Net decrease in cash, cash equivalents and restricted cash	(23,441)		(367,492)
Cash, cash equivalents and restricted cash, beginning of period	105,377		508,468
Cash, cash equivalents and restricted cash, end of period	$	81,936	$	140,976
Supplementary disclosure of cash flow information:
Cash interest paid, net of capitalized interest	$	(3,905)	$	13,681

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

s

4

Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 1 — GENERAL

Tellurian Inc. (“Tellurian,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a Houston-based company that is developing a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility (the “Driftwood terminal”) and related pipelines. The Driftwood terminal and related pipelines are collectively referred to as the “Driftwood Project.” We refer to the Driftwood Project as the “Business.” The terms “we,” “our,” “us,” “Tellurian” and the “Company” as used in this report refer collectively to Tellurian Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity associated with Tellurian Inc.

Upstream Sale

On May 28, 2024, Tellurian Production LLC (“Tellurian Production Company”) and Tellurian Operating LLC (together with Tellurian Production Company, “Seller”), each an indirect wholly owned subsidiary of Tellurian, entered into a purchase and sale agreement (the “PSA”) with Aethon United BR LP and Aethon III BR LLC (collectively, “Buyer”), pursuant to which Seller agreed to sell its upstream and related midstream assets in the Louisiana region of the Haynesville Shale to Buyer for an aggregate purchase price of $260.0 million, subject to certain customary adjustments (the “Upstream Sale”). The Upstream Sale closed on June 28, 2024. The accompanying Condensed Consolidated Financial Statements have been revised to reflect the effect of the Upstream Sale. The Upstream Sale was disclosed in prior periods as part of Management’s plans to alleviate substantial doubt about the Company’s ability to continue as a going concern. See Note 4, Discontinued Operations, for further information.

Merger Agreement

On July 21, 2024, Tellurian entered into a Merger Agreement with Woodside. Refer to Note 17, Subsequent Events.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

The Condensed Consolidated Financial Statements, in the opinion of management, reflect all adjustments necessary for the fair presentation of the results for the periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed. To conform with GAAP, we make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. Although these estimates and assumptions are based on our best available knowledge at the time, actual results may differ.

There has been no change to our significant accounting policies as included in our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the three-month period ended March 31, 2024, except as follows:

Discontinued Operations

The divestiture of a disposal group which represents a strategic shift to the Company’s operations and financial results is presented as discontinued operations in the Condensed Consolidated Statements of Operations. The gain or loss recognized is recognized as the consideration received from the sale less its net carrying value, and direct costs incurred to sell. Adjustments to amounts reported in discontinued operations are presented in subsequent periods. Interest costs associated with debt required to be repaid as a result of the transaction are allocated to the discontinued operations. The assets and liabilities of the disposal group related to discontinued operations in the Condensed Consolidated Balance Sheets are reclassified to conform to the current period presentation. Working capital that is not part of the disposal group is retained by the Company and presented as continuing operations. Cash flows from discontinued and continuing operations are presented on a consolidated basis within the Condensed Consolidated Statements of Cash Flows.

Segments

Following the Upstream Sale, the Company conducts its operations as a single operating and reportable segment. Our chief operating decision maker allocates resources and assesses financial performance on a consolidated basis in our strategy to manage the Company.

We are not required to disclose the information prescribed by ASC 280, Segment Reporting, for a reportable segment that qualifies for discontinued operations reporting. In addition, segment information for periods prior to the sale of a reportable segment is not required to be restated in the comparative periods.

5

Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Going Concern

Our Condensed Consolidated Financial Statements have been prepared in accordance with GAAP, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business as well as the Company’s ability to continue as a going concern. In accordance with ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205”), the Company evaluates whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. As of June 30, 2024, the Company has generated losses and cash outflows from operations. The Company has not yet established an ongoing source of revenues that is sufficient to satisfy our obligations and fund working capital needs as they become due during the twelve months following the issuance of the financial statements. These conditions raise substantial doubt about our ability to continue as a going concern.

To date, the Company has been meeting its liquidity needs primarily from cash on hand and the combined proceeds generated by debt and equity issuances, the discontinued upstream operations, and the sale of common stock under its at-the-market equity offering programs. Our evaluation does not take into consideration the potential mitigating effect of activities that have not been fully implemented or are not within the Company’s direct control. Through the date of this filing, the Company has undertaken the following actions to improve its available cash balances and liquidity:

•From January 1, 2024 to June 30, 2024, raised net proceeds of approximately $66.9 million from the sale of common stock under our at-the-market equity offering programs; and

•On June 28, 2024, we closed the Upstream Sale and used approximately $229.9 million of the net proceeds to retire the then-outstanding principal obligations under the Company’s 10% Senior Secured Notes.

On July 21, 2024, Tellurian entered into a Merger Agreement with Woodside. In connection with the Merger Agreement, Woodside Energy (USA), Inc. agreed to provide the Company with a bridge loan to continue Driftwood Project construction activities and fund working capital needs. See Note 17, Subsequent Events, for defined terms and additional information. Management is planning to alleviate substantial doubt by closing the Merger with Woodside during the fourth quarter of 2024. However, completing the Merger is subject to customary closing conditions, including Tellurian shareholder approval and regulatory approvals, which are not within the Company’s control and, therefore, cannot be deemed probable in accordance with ASC 205. As a result, there remains substantial doubt about the Company’s ability to continue as a going concern through the date of this filing.

The Condensed Consolidated Financial Statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

NOTE 2 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

	June 30, 2024		December 31, 2023
Prepaid expenses	$	1,595	$	1,788
Restricted cash	—		4,688
Deposits and other current assets	294		5,196
Total prepaid expenses and other current assets	$	1,889	$	11,672

6

Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 3 — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consist of the following (in thousands):

	June 30, 2024		December 31, 2023
Driftwood Project assets:
Terminal construction in progress	$	553,026	$	533,316
Pipeline construction in progress	48,607		35,939
Land and land improvements	53,664		53,664
Finance lease assets, net of accumulated DD&A	54,947		55,534
Buildings and other assets, net of accumulated DD&A	295		310
Total Driftwood Project assets, net	710,539		678,763
Fixed assets and other:
Finance lease assets, net of accumulated DD&A	69,444		70,691
Leasehold improvements and other assets, net of accumulated DD&A	8,036		10,196
Total fixed assets and other, net	77,480		80,887
Total property, plant and equipment, net	$	788,019	$	759,650

Driftwood Project Construction in Progress

During the six months ended June 30, 2024, we capitalized approximately $19.6 million and $12.8 million of directly identifiable project costs as Driftwood terminal construction in progress and Pipeline construction in progress, respectively.

NOTE 4 — DISCONTINUED OPERATIONS

Refer to Note 1, General - Upstream Sale, for background. The carrying amounts of the major classes of assets and liabilities of the disposal group related to discontinued operations are as follows:

	June 30, 2024		December 31, 2023
Current assets:
Upstream Pipe	$	—	$	4,279
Total current assets of discontinued operations	—		4,279
Non-current assets:
Property, plant and equipment, net	—		376,649
Total non-current assets of discontinued operations	—		376,649
Current liabilities:
Upstream accrued liabilities	—		7,584
Total current liabilities of discontinued operations	—		7,584
Non-current liabilities:
Asset retirement obligations	—		3,103
Total non-current liabilities of discontinued operations	$	—	$	3,103

7

Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Discontinued operations are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Natural gas sales	$	15,586	$	31,987	$	41,058	$	82,922
Operating expenses	9,040		20,848		22,161		38,293
Depreciation, depletion and amortization	16,517		24,489		36,664		45,981
General and administrative expenses	5,209		3,065		8,176		6,755
Interest expense, net	1,981		3		3,629		3
Loss on sale of upstream assets	84,185		—		84,185		—
Other Income, net	—		(1,075)		1,698		(1,192)
Loss from discontinued operations before tax	(101,346)		(15,343)		(115,455)		(6,918)
Income tax benefit (provision)	—		—		—		—
Loss from discontinued operations, net of tax	$	(101,346)	$	(15,343)	$	(115,455)	$	(6,918)

We recognized a loss on sale of upstream assets of approximately $84.2 million based on the preliminary settlement statement net proceeds. The final settlement statement will be executed during the fourth quarter of 2024.

DD&A, capital expenditures and significant operating and investing non-cash items related to discontinued operations are as follows:

	Six Months Ended June 30,
	2024		2023
Depreciation, depletion and amortization	$	36,664	$	45,981
Loss on sale of upstream assets	84,185		—
Acquisition and development of natural gas properties, net	9,625		95,231
Net proceeds from sale of upstream assets	249,421		—

NOTE 5 — OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following (in thousands):

	June 30, 2024		December 31, 2023
Restricted cash — finance leases	$	27,750	$	24,900
Restricted cash — debt collateral	35,034		—
Note receivable	25,753		24,189
Right of use asset — operating leases	11,141		12,814
Investment in unconsolidated entity	6,089		6,089
Other	2,207		2,208
Total other non-current assets	$	107,974	$	70,200

Restricted Cash

Restricted Cash — finance leases represents cash collateralization of letters of credit associated with finance leases. Restricted Cash — debt collateral represents cash held in a blocked deposit account under the terms of the indenture governing the Convertible Notes (as defined below).

Note Receivable

The promissory note bears interest at a rate of 6.00%, which is capitalized into the outstanding principal balance.

NOTE 6 — FINANCIAL INSTRUMENTS

Natural Gas Financial Instruments

The primary purpose of our commodity risk management activities was to hedge our exposure to cash flow variability from commodity price risk due to fluctuations in commodity prices. The Company has used natural gas financial futures and option contracts to economically hedge the commodity price risks associated with a portion of our expected natural gas production. As of June 30, 2024 and December 31, 2023, there were no open natural gas financial instrument positions.

8

Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Embedded Derivatives

We evaluate embedded features within a host contract to determine whether they are embedded derivatives that should be bifurcated and carried separately at fair value. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and recorded at fair value with subsequent changes in fair value recorded in Other income (expense), net in the Company’s Condensed Consolidated Statement of Operations. As described in Note 9, Borrowings, we determined that the Senior Notes and Convertible Notes contained embedded features which required bifurcation from the host contracts.

The following table presents the classification of the Company’s financial instruments that are required to be measured at fair value on a recurring basis on the Company’s Condensed Consolidated Balance Sheets (in thousands):

	June 30, 2024		December 31, 2023
Current assets:
Natural gas financial instruments	$	—	$	—
Current liabilities:
Embedded derivatives	4,665		13,332
Long-term liabilities:
Embedded derivatives	7,648		18,892

The fair value of the Company’s embedded derivatives as of June 30, 2024 was estimated using a Black-Scholes valuation model, which is considered to be a Level 3 fair value measurement.

The following table summarizes the effect of the Company’s financial instruments on the Condensed Consolidated Statements of Operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Natural gas financial instruments:
Realized gain	$	—	$	11,444	$	—	$	23,310
Unrealized loss	—		(10,891)		—		(10,463)
Embedded Derivatives
Realized loss	(6,426)		—		(8,571)		—
Unrealized gain	6,198		—		4,239		—

The following table summarizes changes in the Company’s Embedded Derivatives (in thousands):

	Six Months Ended June 30, 2024
Balance at January 1, 2024	$	32,225
Issued	—
Settled	(24,243)
Total gains or losses (realized and unrealized) included in earnings	4,332
Balance at June 30, 2024	$	12,314

NOTE 7 — RELATED PARTY TRANSACTIONS

Related Party Contractor Service Fees and Expenses

The Company entered into a one-year independent contractor agreement with Mr. Martin Houston, the Executive Chairman of the Board of Directors. The agreement is subject to annual renewal. Pursuant to the terms and conditions of this agreement, the Company paid Mr. Houston a monthly fee plus approved expenses. For the three and six months ended June 30, 2024, the Company paid Mr. Houston $200.0 thousand and $425.0 thousand, respectively, for contractor service fees and expenses. For each of the three and six months ended June 30, 2023, the Company paid Mr. Houston $220.0 thousand and $330.0 thousand for contractor service fees and expenses. As of June 30, 2024 and December 31, 2023, there were no balances due to Mr. Houston.

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Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 8 — ACCRUED AND OTHER LIABILITIES

    Accrued and other liabilities consist of the following (in thousands):

	June 30, 2024		December 31, 2023
Payroll and compensation	$	11,539	$	15,422
Upstream accrued liabilities	19,924		40,068
Accrued taxes	593		1,478
Driftwood Project development activities	9,154		24,455
Lease liabilities	4,895		4,710
Accrued interest	2,081		8,293
Embedded derivatives (Note 6)	4,665		13,332
Other	5,472		8,308
Total accrued and other liabilities	$	58,323	$	116,066

NOTE 9 — BORROWINGS

The Company’s borrowings consist of the following (in thousands):

	June 30, 2024
	Principal obligation		Unamortized DFC		Carrying value
Senior Secured Convertible Notes due 2025, current	$	51,500	$	(4,376)	$	47,124
Senior Secured Convertible Notes due 2025	34,334		(2,917)		31,417
Senior Secured Notes due 2025	—		—		—
Senior Unsecured Notes due 2028	57,678		(2,057)		55,621
Total borrowings	$	143,512	$	(9,350)	$	134,161

	December 31, 2023
	Principal obligation		Unamortized DFC		Carrying value
Senior Secured Convertible Notes due 2025	$	83,334	$	(10,415)	$	72,919
Senior Secured Notes due 2025	250,000		(16,954)		233,046
Senior Unsecured Notes due 2028	57,678		(2,241)		55,437
Total borrowings	$	391,012	$	(29,610)	$	361,402

Amortization of the borrowings’ DFC is a component of Interest expense, net in the Company’s Condensed Consolidated Statements of Operations. The Company amortized approximately $3.5 million and $6.8 million during the three and six months ended June 30, 2024, respectively. We amortized approximately $0.7 million and $1.7 million during the three and six months ended June 30, 2023, respectively.

Senior Secured Convertible Notes due 2025

On August 15, 2023, we issued and sold in a private placement approximately $83.3 million aggregate principal amount of 6% Secured Convertible Notes due October 1, 2025 (the “Secured Convertible Notes” or “Convertible Notes”). The Secured Convertible Notes have quarterly interest payments due in cash on the first day of January, April, July, and October of each year.

The holders of the Convertible Notes have the right to convert the notes into shares of our common stock at an initial conversion price of approximately $1.05 per share of common stock (the “Conversion Price”), subject to adjustment in certain circumstances, at any time until the second trading day immediately prior to the maturity date, with the number of shares of common stock of the Company issuable upon conversion limited to approximately 42.7 million shares (the “Conversion Feature”). The Company will force the holders of the Secured Convertible Notes to convert all of the notes if the trading price of our common stock closes above 300% of the Conversion Price for 20 consecutive trading days and certain other equity conditions are satisfied. Holders of the Secured Convertible Notes may force the Company to redeem the applicable Notes for cash upon (i) a fundamental change or (ii) an event of default.

Following a full exercise of the Conversion Feature, the balance of the principal amount of the Convertible Notes will remain outstanding as a non-convertible instrument. The Convertible Notes, including the non-convertible component of those notes, are required to be paid monthly over a period of 10 months beginning on January 1, 2025. The current portion of the

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Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Convertible Notes that is contractually scheduled to amortize within one year is classified as a current borrowing in our Condensed Consolidated Balance Sheets.

As of June 30, 2024, the estimated fair value of the Convertible Notes was approximately $81.0 million. The Level 3 fair value was estimated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and inputs that are not observable in the market. As of June 30, 2024, we remained in compliance with all covenants under the Convertible Notes.

Senior Secured Notes due 2025

On August 15, 2023, we issued and sold in a private placement $250.0 million aggregate principal amount of 10% Senior Secured Notes due October 1, 2025 (the “Senior Notes”).

January 2024 & February 2024 Amendments

On January 2, 2024, we amended the supplemental indentures governing the Senior Notes and Senior Convertible Notes and issued approximately 47.8 million shares of common stock to partially repay approximately $37.9 million of Senior Notes principal plus accrued interest of approximately $7.5 million. As a result of the partial redemption, we recognized a $4.6 million Loss on extinguishment of debt, net, in our Condensed Consolidated Statements of Operations.

On February 22, 2024, we executed an additional amendment (the “February Amendment”) to the notes. At closing, we paid $4.0 million of a conditional top-up payment in cash, with the remaining balance of approximately $11.8 million added to the aggregate Senior Notes principal amount in March 2024. In April 2024, the quarterly cash interest and cash shortfall due related to the first quarter of 2024 of approximately $2.5 million and $6.0 million were added to the aggregate principal amount of the Convertible Notes and Senior Notes, respectively.

June 2024 Senior Notes Retirement

On June 28, 2024, approximately $240.0 million of the net cash proceeds from the Upstream Sale were used to fully retire and discharge all of the Company’s then-outstanding obligations under the Senior Notes, comprised of approximately $229.9 million in aggregate principal amount, $5.6 million in accrued interest, and $4.5 million in share coupon cash shortfall amount (the “Debt Payoff”). We recognized a Loss on extinguishment of debt, net, in our Condensed Consolidated Statements of Operations of approximately $10.8 million, comprised of the unamortized Senior Notes DFC.

The Senior Notes and Convertible Notes required a non-recourse pledge of our equity interest in the principal properties of the Company comprising the Driftwood Project and were also collateralized by a first priority lien on the Company’s equity interests in Tellurian Production Holdings LLC and mortgages of the material real property oil and gas assets of Tellurian Production Holdings LLC and its subsidiaries (together, the “Collateral”). As a result of the Debt Payoff, the Collateral was released and replaced by $35.0 million in cash held in a blocked and restricted account. The amount shall be reduced to $25.0 million when the outstanding principal amount of the Convertible Notes is less than $50.0 million. The blocked and restricted account will be released upon the full satisfaction of the Convertible Notes.

Senior Secured Convertible Notes due 2025 (Extinguished)

On June 3, 2022, we issued and sold $500.0 million aggregate principal amount of 6.00% Senior Secured Convertible Notes due May 1, 2025 (the “Extinguished Convertible Notes”). Net proceeds from the Extinguished Convertible Notes were approximately $488.7 million after deducting fees and expenses.

On March 28, 2023, the Company paid approximately $169.1 million in order to satisfy the redemption and retirement of $166.7 million principal amount of the Extinguished Convertible Notes, plus accrued interest. As a result, we wrote off approximately $2.8 million of prorated unamortized DFC, which was recognized within Loss on extinguishment of debt, net, in our Condensed Consolidated Statements of Operations. The issuance of the Senior Notes and Convertible Notes resulted in the satisfaction and discharge of the Company’s outstanding principal repayment obligation under the Extinguished Convertible Notes.

Embedded Derivatives

As part of the issuance of the Senior Notes and Convertible Notes, the Company agreed to issue an aggregate total of 25.7 million shares of its common stock (the “Share Coupon”) to the holders of the notes. The Share Coupon was fully satisfied as part of the February Amendment. To the extent that the average daily volume-weighted average price of the common stock of the Company during each quarter is less than $1.35, the Company will pay a cash amount equal to that difference multiplied by the number of shares previously issuable for that quarter (the “Cash Shortfall Payments”). Upon any retirement, redemption, or conversion of the Senior Notes and Convertible Notes, the Company will issue any and all unpaid Cash Shortfall Payments (the “Make Whole”).

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Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The Company evaluated the potential embedded features within the host contracts and determined that the Conversion Feature, Cash Shortfall Payments and the Make Whole embedded features continued to require bifurcation as a single unit of account from the host contracts and accounted for them separately at fair value. See Note 6, Financial Instruments, for more information on the fair value measurement of the embedded derivatives.

Senior Unsecured Notes due 2028

On November 10, 2021, we sold in a registered public offering $50.0 million aggregate principal amount of 8.25% Senior Unsecured Notes due November 30, 2028 (the “Senior Unsecured Notes”). Net proceeds from the Senior Unsecured Notes were approximately $47.5 million after deducting fees. The underwriter was granted an option to purchase up to an additional $7.5 million of the Senior Unsecured Notes within 30 days. On December 7, 2021, the underwriter exercised the option and purchased an additional $6.5 million of the Senior Unsecured Notes, resulting in net proceeds of approximately $6.2 million after deducting fees. The Senior Unsecured Notes have quarterly interest payments due on January 31, April 30, July 31, and October 31 of each year and on the maturity date. As of June 30, 2024, the Company was in compliance with all covenants under the indenture governing the Senior Unsecured Notes. The Senior Unsecured Notes are listed and trade on the NYSE American under the symbol “TELZ,” and are classified as Level 1 within the fair value hierarchy. As of June 30, 2024, the closing market price was $17.75 per Senior Unsecured Note.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Trade Finance Credit Line

On July 19, 2021, we entered into an uncommitted trade finance credit line for up to $30.0 million that is intended to finance the purchase of LNG cargos for ultimate resale in the normal course of business. On December 7, 2021, the uncommitted trade finance credit line was amended and increased to $150.0 million. As of June 30, 2024, no amounts were drawn under this credit line.

Minimum Volume Commitments

The Company was subject to gas gathering commitments with unrelated companies that provided dedicated gathering capacity for a portion of the Upstream segment’s Haynesville Shale future natural gas production. The gas gathering agreements may require us to make deficiency payments to the extent the Company does not meet the minimum volume commitments per the terms of each contract. The estimated minimum volume deficiency liability as of June 30, 2024 is approximately $4.9 million.

NOTE 11 — STOCKHOLDERS’ EQUITY

At-the-Market Equity Offering Programs

We maintain at-the-market equity offering programs pursuant to which we sell shares of our common stock from time to time on the NYSE American. On December 30, 2022, we entered into an at-the-market equity offering program for aggregate sales proceeds of up to $500.0 million. During the six months ended June 30, 2023, we issued approximately 10.1 million shares of our common stock under this at-the-market equity offering program for net proceeds of approximately $12.8 million. During the three months ended March 31, 2024, we issued approximately 29.6 million shares of our common stock under this at-the-market equity offering program for net proceeds of approximately $17.8 million. On May 3, 2024 we terminated this at-the-market equity offering program.

On March 15, 2024, we entered into a new at-the-market equity offering program with capacity to raise aggregate sales proceeds of up to approximately $366.1 million. During the six months ended June 30, 2024, we issued approximately 93.0 million shares of our common stock under this at-the-market equity offering program for net proceeds of approximately $49.0 million. As of June 30, 2024, this at-the-market equity offering program had remaining capacity to raise aggregate sales proceeds of up to approximately $316.6 million.

Preferred Stock

In March 2018, we entered into a preferred stock purchase agreement with BDC Oil and Gas Holdings, LLC (“Bechtel Holdings”), a Delaware limited liability company and an affiliate of Bechtel Energy Inc., pursuant to which we sold to Bechtel Holdings approximately 6.1 million shares of our Series C convertible preferred stock (the “Preferred Stock”). The holders of the Preferred Stock do not have dividend rights but do have a liquidation preference over holders of our common stock. The holders of the Preferred Stock may convert all or any portion of their shares into shares of our common stock on a one-for-one basis. At any time after “Substantial Completion” of “Project 1,” each as defined in and pursuant to the LSTK EPC Agreement for the Driftwood LNG Phase 1 Liquefaction Facility, dated as of November 10, 2017, or at any time after March 21, 2028, we have the right to cause all of the Preferred Stock to be converted into shares of our common stock on a one-for-one basis. The Preferred Stock has been excluded from the computation of diluted loss per share because including it in the computation would have been antidilutive for the periods presented. See Note 17, Subsequent Events, for additional information.

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Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 12 — SHARE-BASED COMPENSATION

We have granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants under the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “2016 Plan”), and the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”). The maximum number of shares of Tellurian common stock authorized for issuance under the 2016 Plan is 40 million shares of common stock, and no further awards can be made under the Legacy Plan.

Upon the vesting of restricted stock, shares of common stock will be released to the grantee. Upon the vesting of restricted stock units, the units will be converted into either cash, stock, or a combination thereof. As of June 30, 2024, there was no Restricted Stock that would be required to be settled in cash.

As of June 30, 2024, we had approximately 25.4 million shares of primarily performance-based Restricted Stock outstanding, of which approximately 14.9 million shares will vest entirely at FID, as defined in the award agreements, and approximately 10.0 million shares will vest in one-third increments at FID and the first and second anniversaries of FID. The remaining shares of primarily performance-based Restricted Stock, totaling approximately 0.5 million shares, will vest based on other criteria. As of June 30, 2024, no expense had been recognized in connection with performance-based Restricted Stock.

As of June 30, 2024, unrecognized compensation expenses, based on the grant date fair value, for all share-based awards totaled approximately $170.4 million. Further, approximately 25.4 million shares of primarily performance-based Restricted Stock, as well as approximately 0.7 million stock options outstanding, have been excluded from the computation of diluted loss per share because including them in the computation would have been antidilutive for the periods presented. See Note 17, Subsequent Events, for additional information.

The Company recognized share-based compensation expenses as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Share-based compensation expense	$	—	$	686	$	—	$	1,179

NOTE 13 — INCENTIVE COMPENSATION PROGRAM

On November 18, 2021, the Company’s Board of Directors approved the adoption of the Tellurian Incentive Compensation Program (the “ICP”). The ICP allows the Company to award short-term and long-term performance and service-based incentive compensation to full-time employees. ICP awards may be earned with respect to each calendar year and are determined based on guidelines established by the Compensation Committee of the Company’s Board of Directors.

Long-term incentive awards

Long-term incentive (“LTI”) awards under the ICP were granted in January 2022 in the form of “tracking units,” at the discretion of the Compensation Committee of the Company’s Board of Directors (the “2021 LTI Awards”). LTI awards under the ICP were granted in February 2023 in the form of tracking units, at the discretion of the Compensation Committee of the Company’s Board of Directors (the “2022 LTI Awards”). There were no LTI awards granted for the fiscal period ended December 31, 2023. Each such tracking unit has a value equal to one share of Tellurian common stock and entitles the grantee to receive, upon vesting, a cash payment equal to the closing price of our common stock on the trading day prior to the vesting date. These tracking units will vest in three equal tranches at the grant date and the first and second anniversaries of the grant date.

The Company recognized compensation expense (income) as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
2022 LTI Awards	$	471	$	2,801	$	523	$	4,979
2021 LTI Awards	—		1,739		(485)		1,038

NOTE 14 — INCOME TAXES

Due to our cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to our ability to generate taxable income, we have recorded a full valuation allowance against our net deferred tax assets as of June 30, 2024 and December 31, 2023. Accordingly, we have not recorded a provision for federal, state or foreign income taxes during the three and six months ended June 30, 2024.

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Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

We experienced ownership changes as defined by Internal Revenue Code (“IRC”) Section 382 in 2017, and an analysis of the annual limitation on the utilization of our NOLs was performed at that time. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We will continue to monitor trading activity in our shares that may cause an additional ownership change, which may ultimately affect our ability to fully utilize our existing NOL carryforwards.

NOTE 15 — LEASES

Our Driftwood Project land leases are classified as finance leases and include one or more options to extend the lease term for up to 40 years, as well as to terminate the lease within five years, at our sole discretion. We are reasonably certain that those options will be exercised and that our termination rights will not be exercised, and we have, therefore, included those assumptions within our right of use assets and corresponding lease liabilities. Our other land leases are classified as finance leases and include one or more options to extend the lease term for up to 69 years or to terminate the lease within seven years, at our sole discretion. We are reasonably certain that those options and termination rights will not be exercised, and we have, therefore, excluded those assumptions within our right of use assets and corresponding lease liabilities.

Our office space leases are classified as operating leases and include one or more options to extend the lease term up to 10 years, at our sole discretion. As we are not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities. As none of our leases provide an implicit rate, we have determined our own discount rate.

The following table shows the classification and location of our right-of-use assets and lease liabilities on our Condensed Consolidated Balance Sheets (in thousands):

Leases	Balance Sheets Classification	June 30, 2024		December 31, 2023
Right of use asset
Operating	Other non-current assets	$	11,141	$	12,814
Finance	Property, plant and equipment, net	124,391		126,225
Total leased assets		$	135,532	$	139,039
Liabilities
Current
Operating	Accrued and other liabilities	$	3,987	$	3,835
Finance	Accrued and other liabilities	908		875
Non-current
Operating	Other non-current liabilities	8,708		10,743
Finance	Finance lease liabilities	120,987		121,450
Total leased liabilities		$	134,590	$	136,903

Lease costs recognized in our Condensed Consolidated Statements of Operations is summarized as follows (in thousands):

	Six Months Ended June 30,
Lease costs	2024		2023
Operating lease cost	$	2,117	$	1,804
Finance lease cost
Amortization of lease assets	1,835		1,627
Interest on lease liabilities	4,816		4,370
Finance lease cost	6,651		5,997
Total lease cost	$	8,768	$	7,801

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Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Other information about lease amounts recognized in our Condensed Consolidated Financial Statements is as follows:

	June 30, 2024
Lease term and discount rate
Weighted average remaining lease term (years)
Operating lease	3.0
Finance lease	35.6
Weighted average discount rate
Operating lease	6.4	%
Finance lease	8.7	%

The following table includes other quantitative information for our operating and finance leases (in thousands):

	Six Months Ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,174	$	2,009
Operating cash flows from finance leases	5,502		4,294
Financing cash flows from finance leases	356		170

The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of June 30, 2024 (in thousands):

	Operating		Finance
2024	$	2,341	$	5,245
2025	4,723		10,491
2026	4,758		10,491
2027	1,955		10,491
2028	275		10,491
After 2028	—		322,335
Total lease payments	$	14,052	$	369,544
Less: discount	1,357		247,649
Present value of lease liability	$	12,695	$	121,895

NOTE 16 — ADDITIONAL CASH FLOW INFORMATION

The following table provides information regarding the net changes in working capital (in thousands):

	Six Months Ended June 30,
	2024		2023
Accounts receivable	$	2,069	$	61,000
Prepaid expenses and other current assets 1	6,534		(6,370)
Accounts payable	13,940		28,482
Accrued liabilities 1	(38,708)		(45,458)
Net changes in working capital	$	(16,165)	$	37,654

1 Excludes changes in the Company’s derivative assets and liabilities.

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Tellurian Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table provides supplemental disclosure of cash flow information (in thousands):

	Six Months Ended June 30,
	2024		2023
Non-cash accruals of property, plant and equipment and other non-current assets	$	(22,499)	$	9,406
Non-cash Share Coupon settlement	15,164		—
Non-cash settlement of Senior Notes principal, net	26,090		—
Non-cash settlement of Senior Notes accrued interest	7,500		—

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands):

	Six Months Ended June 30,
	2024		2023
Cash and cash equivalents	19,152		106,706
Current restricted cash	—		9,375
Non-current restricted cash — finance leases	27,750		24,895
Non-current restricted cash — debt collateral	35,034		—
Total cash, cash equivalents and restricted cash per the statements of cash flows	$	81,936	$	140,976

NOTE 17 — SUBSEQUENT EVENTS

Merger Agreement

On July 21, 2024, the Company executed an Agreement and Plan of Merger (“Merger Agreement”) with Woodside Energy Holdings (NA) LLC (“Woodside Holdings”) and Woodside Energy (Transitory) Inc. (“Woodside Sub”, and together with Woodside Holdings “Woodside”), pursuant to which, Woodside Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly-owned subsidiary of Woodside. As set forth in the Merger Agreement, at the closing of the Merger, each share of the Company’s common stock and Restricted Stock will, subject to customary exceptions, be converted into the right to receive $1.00 per share in cash. Each share of Tellurian’s Series C Convertible Preferred Stock will be converted into the right to receive $8.16489 per share in cash. The Merger is expected to close during the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including Tellurian shareholder approval and regulatory approvals.

Bridge Loan Agreement

In connection with the execution of the Merger Agreement, Tellurian entered into a Bridge Loan Agreement (the “Bridge Loan Agreement” or “Loan Agreement”) with Woodside Energy (USA), Inc. pursuant to which the Company may borrow up to $230.0 million, of which $75.2 million was funded on July 22, 2024. The remainder may be requested by Tellurian in subsequent draws. Amounts borrowed under the Loan Agreement will bear interest at a rate of 12% per annum, payable on the last business day of each month in cash or in kind, at the Company’s option. The obligations under the Loan Agreement will be secured by a lien on substantially all of the assets of the Company. Loan proceeds are to be used to continue Driftwood Project construction activities and fund working capital needs. Amounts borrowed under the Loan Agreement will mature on the earliest of (i) December 15, 2024, subject to extension in certain circumstances, (ii) 30 days after the valid termination of the Merger Agreement for any reason thereunder, and (iii) the date of any acceleration of the Loan Agreement obligations during the continuation of an event of default.

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Tellurian Inc. and Subsidiaries

Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past development activities, current financial condition and outlook for the future organized as follows:

•Our Business

•Overview of Significant Events

•Liquidity and Capital Resources

•Capital Development Activities

•Results of Operations

•Recent Accounting Standards

Our Business

Tellurian Inc. (“Tellurian,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a Houston-based company that is developing a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility (the “Driftwood terminal”) and related pipelines. The Driftwood terminal and related pipelines are collectively referred to as the “Driftwood Project.” We refer to the Driftwood Project as the “Business.”

Since the Upstream Sale, the Company has become a single operating and reportable segment. Our chief operating decision maker allocates resources and assesses financial performance on a consolidated basis in the execution of our strategy to manage the Company.

We expanded our engagement with a strategic advisor to include a broader spectrum of opportunities, including a potential sale of the Company. Refer to Overview of Significant Events and Note 17, Subsequent Events.

Overview of Significant Events

Merger Agreement

On July 21, 2024, the Company executed an Agreement and Plan of Merger (“Merger Agreement”) with Woodside Energy Holdings (NA) LLC (“Woodside Holdings”) and Woodside Energy (Transitory) Inc. (“Woodside Sub”, and together with Woodside Holdings “Woodside”), pursuant to which, Woodside Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly-owned subsidiary of Woodside. The Merger is expected to close during the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including Tellurian shareholder approval and regulatory approvals. Refer to Note 17, Subsequent Events.

Bridge Loan Agreement

In connection with the execution of the Merger Agreement, Tellurian entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) with Woodside Energy (USA) Inc. pursuant to which the Company may borrow up to $230.0 million. Refer to Note 17, Subsequent Events.

Sale of Upstream Assets

On June 28, 2024, we closed the sale of our upstream assets for an aggregate purchase price of $260.0 million, subject to certain customary adjustments set forth in the purchase and sale agreement (the “Upstream Sale”). Refer to Note 1, General - Upstream Sale, and Note 4, Discontinued Operations.

Debt Retirement

Net cash proceeds from the Upstream Sale were used to retire all of the Company’s then-outstanding principal obligations under the Senior Notes of approximately $229.9 million (the “Debt Payoff”). Refer to Note 9, Borrowings.

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Tellurian Inc. and Subsidiaries

Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Capital Resources

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. To date, we have been funding our operations, development activities and general working capital needs through our cash on hand and the combined proceeds generated by debt and equity issuances, the discontinued upstream operations and the sale of common stock under our at-the-market equity offering programs. We currently maintain an at-the-market equity offering program pursuant to which we may sell our common stock from time to time.

As of June 30, 2024, we had total borrowing obligations of approximately $143.5 million. The Convertible Notes require us to maintain a restricted minimum cash balance of $35.0 million. See Note 8, Borrowings. We also had contractual obligations associated with our finance and operating leases totaling $383.6 million, of which $15.2 million is scheduled to be paid within the next twelve months. Our current capital resources consist of approximately $19.2 million of unrestricted cash and cash equivalents and approximately $22.6 million of accounts receivable.

As of June 30, 2024, the Company had generated losses and cash outflows from operations. The Company has not yet established an ongoing source of revenues that is sufficient to satisfy our obligations and fund working capital needs as they become due during the twelve months following the issuance of the financial statements. These conditions raise substantial doubt about our ability to continue as a going concern.

To date, the Company has been meeting its liquidity needs primarily from cash on hand and the combined proceeds generated by debt and equity issuances, the discontinued upstream operations, and the sale of common stock under its at-the-market equity offering programs. Our evaluation does not take into consideration the potential mitigating effect of activities that have not been fully implemented or are not within the Company’s direct control. Through the date of this filing, the Company has undertaken the following actions to improve its available cash balances and liquidity:

•From January 1, 2024 to June 30, 2024, raised net proceeds of approximately $66.9 million from the sale of common stock under our at-the-market equity offering programs; and

•On June 28, 2024, we closed the Upstream Sale and used approximately $229.9 million of the net proceeds to retire the then-outstanding principal obligations under the Company’s 10% Senior Secured Notes.

On July 21, 2024, Tellurian entered into a Merger Agreement with Woodside. In connection with the Merger Agreement, Woodside Energy (USA), Inc. agreed to provide the Company with a bridge loan to continue Driftwood Project construction activities and fund working capital needs. Management is planning to alleviate substantial doubt by closing the Merger with Woodside during the fourth quarter of 2024. However, completing the Merger is subject to customary closing conditions, including Tellurian shareholder approval and regulatory approvals, which are not within the Company’s control and, therefore, cannot be deemed probable in accordance with ASC 205. As a result, there remains substantial doubt about the Company’s ability to continue as a going concern through the date of this filing. See Note 17, Subsequent Events, for defined terms and additional information.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash and cash equivalents and costs and expenses for the periods presented (in thousands):

	Six Months Ended June 30,
	2024		2023
Cash (used in) provided by operating activities	$	(43,179)	$	16,080
Cash provided by (used in) investing activities	192,622		(229,326)
Cash used in financing activities	(172,884)		(154,246)
Net decrease in cash, cash equivalents and restricted cash	(23,441)		(367,492)
Cash, cash equivalents and restricted cash, beginning of the period	105,377		508,468
Cash, cash equivalents and restricted cash, end of the period	$	81,936	$	140,976
Net working (deficit) capital	$	(116,838)	$	6,374

Refer to the Condensed Consolidated Statements of Cash Flows for information about our operating, investing and financing activities.

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Tellurian Inc. and Subsidiaries

Management's Discussion and Analysis of Financial Condition and Results of Operations

Capital Development Activities

The activities we have proposed will require significant amounts of capital and are subject to completion risks and delays. We have received all regulatory approvals for the construction of Phase 1 of the Driftwood terminal and, as a result, our business success will depend to a significant extent upon our ability to obtain the funding necessary to construct assets on a commercially viable basis and to finance the costs of staffing, operating and expanding our company during that process. In March 2022, we issued a limited notice to proceed to Bechtel Energy Inc. under our Phase 1 EPC Agreement and commenced the construction of Phase 1 of the Driftwood terminal in April 2022.

We currently estimate the total cost of the Driftwood Project to be approximately $25.0 billion, including owners’ costs, transaction costs and contingencies but excluding interest costs incurred during construction and other financing costs. The proposed Driftwood terminal will have a liquefaction capacity of up to approximately 27.6 Mtpa and will be situated on approximately 1,200 acres in Calcasieu Parish, Louisiana.

We anticipate funding our more immediate liquidity requirements for the construction of the Driftwood terminal and working capital needs through the use of cash on hand and proceeds from the Bridge Loan Agreement. Investments in the construction of the Driftwood terminal are and will continue to be significant, but the size of those investments will depend on, among other things, Driftwood Project financing developments including closing the Merger with Woodside and other liquidity considerations.

Results of Operations    

Continuing operations

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Natural gas sales	$	—	$	—	$	—	$	—
Total revenue	—		—		—		—
Operating expenses			—		—		—
Development expenses	6,380		11,530		11,930		23,587
Depreciation, depletion and amortization	1,088		720		2,175		1,416
General and administrative expenses	17,382		28,225		29,176		56,784
Loss from operations	(24,850)		(40,475)		(43,281)		(81,787)
Interest expense, net	(2,369)		(4,179)		(5,038)		(8,189)
Loss on extinguishment of debt, net	(10,881)		—		(15,473)		(2,822)
Other (expense) income, net	(341)		378		(4,555)		12,604
Income tax	—		—		—		—
Net loss from continuing operations	(38,441)		(44,276)		(68,347)		(80,194)

Three Months Ended June 30, 2024, compared to the Three Months Ended June 30, 2023

•Decrease of approximately $10.8 million in General and administrative expenses primarily attributable to decreased marketing expenses partially offset by increased professional expenses in the current period.

•Increase of approximately $10.8 million in Loss on extinguishment of debt, net due to the Debt Payoff.

Six Months Ended June 30, 2024, compared to the Six Months Ended June 30, 2023

•Decrease of approximately $11.7 million in Development expenses primarily attributable to decreased compensation and professional expenses in the current period.

•Decrease of approximately $27.6 million in General and administrative expenses primarily attributable to decreased compensation and marketing expenses partially offset by increased professional expenses in the current period.

•Increase of approximately $12.7 million in Loss on extinguishment of debt, net primarily due to the Debt Payoff.

•Decrease of approximately $17.2 million in Other (expense) income, net primarily attributable to approximately $4.3 million of embedded derivative losses, net in the current period as compared to approximately $12.8 million of realized gain, net of natural gas financial instruments in the prior period.

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Tellurian Inc. and Subsidiaries

Management's Discussion and Analysis of Financial Condition and Results of Operations

Discontinued operations

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Natural gas sales	$	15,586	$	31,987	$	41,058	$	82,922
Operating expenses	9,040		20,848		22,161		38,293
Depreciation, depletion and amortization	16,517		24,489		36,664		45,981
General and administrative expenses	5,209		3,065		8,176		6,755
Interest expense, net	1,981		3		3,629		3
Loss on sale of upstream assets	84,185		—		84,185		—
Other Income, net	—		(1,075)		1,698		(1,192)
Loss from discontinued operations before tax	$	(101,346)	$	(15,343)	$	(115,455)	$	(6,918)
Income tax benefit (provision)	—		—		—		—
Loss from discontinued operations, net of tax	$	(101,346)	$	(15,343)	$	(115,455)	$	(6,918)

Three Months Ended June 30, 2024, compared to the Three Months Ended June 30, 2023

•Decrease of approximately $16.4 million in Natural gas sales as a result of decreased realized natural gas prices and production volumes.

•Decrease of approximately $11.8 million in Operating expenses as a result of decreased production volumes.

•Decrease of approximately $8.0 million in DD&A as a result of decreased production volumes.

•Increase of approximately $84.2 million in Loss on sale of upstream assets due to the Upstream Sale.

Six Months Ended June 30, 2024, compared to the Six Months Ended June 30, 2023

•Decrease of approximately $41.9 million in Natural gas sales as a result of decreased realized natural gas prices and production volumes.

•Decrease of approximately $16.1 million in Operating expenses as a result of decreased production volumes.

•Decrease of approximately $9.3 million in DD&A as a result of decreased production volumes.

•Increase of approximately $84.2 million in Loss on sale of upstream assets due to the Upstream Sale.

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Tellurian Inc. and Subsidiaries

Management's Discussion and Analysis of Financial Condition and Results of Operations

Recent Accounting Standards

We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our Condensed Consolidated Financial Statements or related disclosures.

Critical Accounting Estimates

There were no changes made by management to the critical accounting policies in the three months ended June 30, 2024. Please refer to the Summary of Critical Accounting Estimates section within Management’s Discussion and Analysis and Note 2 to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our critical accounting estimates and accounting policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 30, 2024, there were no open natural gas financial instrument positions. Accordingly, we do not believe that we hold, or are party to, instruments that are subject to market risks that are material to our Business. Refer to Note 6, Financial Instruments, of the Condensed Consolidated Financial Statements included in this Quarterly Report for additional details about our financial instruments.

ITEM 4. CONTROLS AND PROCEDURES

As indicated in the certifications in Exhibits 31.1 and 31.2 to this report, our President and Chief Financial Officer have evaluated our disclosure controls and procedures as of June 30, 2024. Based on that evaluation, these officers have concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There were no changes during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, other than as follows:

We will be subject to business uncertainties while the Merger is pending, which could adversely affect our businesses.

Uncertainty about the effect of the Merger on employees and those that do business with us may have an adverse effect on Tellurian. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter, and could cause those who transact with us to seek to change their existing business relationships with us. We may face challenges in retaining key personnel during the pendency of the Merger due to uncertainties about future roles, responsibilities, and potential organizational changes. This could result in the loss of institutional knowledge, disruption to our operations, and difficulty in executing our business strategies. In addition, the Merger Agreement restricts us from entering into certain corporate transactions, entering into certain material contracts, making certain capital expenditures, incurring certain indebtedness and taking other specified actions without the consent of Woodside, and generally requires us to continue our operations in the ordinary course of business during the pendency of the Merger. These restrictions may prevent us from pursuing certain business opportunities and alternative financing sources prior to the completion of the Merger.

We may be the subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.

We and/or our respective directors and officers may be subject to lawsuits relating to the Merger. Such litigation is common in connection with acquisitions of public companies, regardless of the merits of the underlying transaction. While we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could adversely affect our business, financial condition, and operating results.

Completion of the Merger is subject to a number of conditions, and if these conditions are not satisfied or waived, the Merger will not be completed. Failure to complete, or significant delays in completing, the Merger could negatively affect the trading prices of our securities and our future business and financial results, and potentially trigger acceleration of our bridge loan obligations.

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Completion of the Merger is subject to satisfaction or waiver of certain closing conditions, including (i) the receipt of the required approval from Tellurian stockholders, (ii) the absence of any law or order that enjoins or otherwise prohibits or makes illegal the consummation of the Merger, and (iii) the receipt of specified regulatory approvals, including from the Committee on Foreign Investment in the United States (CFIUS). There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed.

If the Merger is not completed, or if there are significant delays in completing the Merger, the trading price of our securities and our future business and financial results could be negatively affected, and we may be subject to several risks, including the following:

•the requirement that we pay Woodside a termination fee of approximately $36.1 million under certain circumstances provided in the Merger Agreement;

•adverse reactions from the financial markets, including declines in the prices of our securities due to the fact that current prices may reflect a market assumption that the Merger will be completed;

•having to pay certain significant costs relating to the Merger, regardless of whether the Merger is completed;

•the attention of our management will have been diverted to the Merger rather than our operations and pursuit of other opportunities that could have been beneficial to us; and

•the accelerated maturity of our Bridge Loan obligations, potentially requiring immediate refinancing or repayment.

The Merger Agreement limits our ability to pursue alternatives to the Merger.

The Merger Agreement contains provisions that may discourage a third party from submitting a competing proposal that might result in greater value to our stockholders than the Merger, or may result in a potential competing acquirer of the Company proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay. These provisions include a general prohibition on us from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our Board of Directors, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None that occurred during the three months ended June 30, 2024, that was not previously included in a Current Report on Form 8-K of the Company.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None that occurred during the three months ended June 30, 2024.

ITEM 5. OTHER INFORMATION

Insider Trading Arrangements and Policies

During the three months ended June 30, 2024, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

ITEM 6. EXHIBITS

Exhibit No.	Description
2.1‡	Agreement and Plan of Merger, dated as of July 21, 2024, by and among Tellurian Inc., Woodside Energy Holdings (NA) LLC, and Woodside Energy (Transitory) Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 22, 2024)
4.1*	Third Amendment to Eighth Supplemental Indenture, dated as of May 24, 2024, by and among Tellurian Inc., as issuer, Wilmington Trust, National Association, as trustee, and the collateral agent named therein, relating to the 10.00% Senior Secured Notes due 2025
4.2*	Third Amendment to Ninth Supplemental Indenture, dated as of May 24, 2024, by and among Tellurian Inc., as issuer, and Wilmington Trust, National Association, as trustee, and the collateral agent named therein, relating to the 6.00% Senior Secured Convertible Notes due 2025
10.1††‡	Purchase and Sale Agreement, dated as of May 28, 2024, by and among Tellurian Production LLC, Tellurian Operating LLC, Aethon United BR LP, and Aethon III BR LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 29, 2024)
10.2†	Tellurian Inc. Incentive Compensation Program, as amended and restated effective as of June 4, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024)
10.3††‡*	Change Order CO-013, executed on June 27, 2024, to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Driftwood LNG Phase 1 Liquefaction Facility, dated as of November 10, 2017, by and between Driftwood LNG LLC and Bechtel Energy Inc. (formerly known as Bechtel Oil, Gas and Chemicals, Inc.)
10.4	Guaranty, dated as of July 21, 2024, by Woodside Energy (USA) Inc. in favor of Tellurian Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 22, 2024)
10.5‡	Bridge Loan Agreement, dated as of July 21, 2024, by and among Tellurian Inc., as borrower, certain subsidiary guarantors, and Woodside Energy (USA) Inc., as lender (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 22, 2024)
10.6†	Form of CIP Award Amendment, dated as of July 18, 2024 (Daniel Belhumeur, Samik Mukherjee, Simon Oxley) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 22, 2024)
10.7†	CIP Award Amendment, dated as of July 19, 2024, by and among Tellurian Inc., Tellurian Services LLC, and Khaled Sharafeldin (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 22, 2024)
10.8†	Tellurian Inc. Executive Severance Plan, amended and restated as of July 21, 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 22, 2024)
10.9†	Form of Tax Gross-Up Payment Agreement, dated as of July 18, 2024 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on July 22, 2024)
31.1*	Certification by President required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
31.2*	Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
32.1**	Certification by President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL

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*	Filed herewith.
**	Furnished herewith.
†	Management contract or compensatory plan or arrangement.
††	Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material, and the registrant treats such information as private and confidential. The registrant hereby agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
‡	Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		TELLURIAN INC.
Date:	August 8, 2024	By:	/s/ Simon G. Oxley
			Simon G. Oxley
			Chief Financial Officer
			(as Principal Financial Officer)
			Tellurian Inc.
	August 8, 2024	By:	/s/ Khaled A. Sharafeldin
			Khaled A. Sharafeldin
			Chief Accounting Officer
			(as Principal Accounting Officer)
			Tellurian Inc.

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