Tamboran Resources (TBN) FY2025 10-K Risk Factors: 10 New, 15 Dropped

What the changes say

Tamboran faces rising drilling costs of approximately $30 million per well and severe material weaknesses in its financial controls.
Operating in the Beetaloo Basin requires strict compliance with Scope 1 net zero regulations once production reaches 100,000 t-CO2-e.
Reliance on third-party operators like Santos for permit EP 161 limits operational control and cycle-time reduction strategies.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Industry
venture or us. These limitations and our dependence on such third parties could result in unexpected future costs or liabilities and unplanned changes in operations or future development, which could adversely affect our financial condition and results of operations
We lack operational control over EP 161, which is operated by Santos, potentially hindering our strategy to minimize cycle time.
NewRisks Related to Our Business and Industry
We may be unable to make accretive acquisitions or successfully integrate acquired businesses or assets, and any inability to do so may disrupt our business and hinder our growth potential
We may fail to make accretive acquisitions or successfully integrate acquired assets amid intense industry competition.
NewRisks Related to Our Business and Industry
and slowing of economic growth in the United States and fears of a recession have contributed and may continue to contribute to economic uncertainty and diminished expectations for the global economy
Inflation and supply chain constraints increased our commodity costs for steel and chemicals, wages, and transportation in fiscal 2025.
NewRisks Related to Our Business and Industry
cyberattacks and other incidents, and we expect such incidents to continue to varying degrees. While to date no incidents have had a material impact on our operations, we cannot guarantee that material incidents will not occur in the future
Cyberattacks on our IT systems could cause operational disruptions and legal liabilities not fully covered by insurance.
NewRisks Related to Our Business and Industry
We may be involved in legal proceedings that count result in substantial liabilities
We face ordinary course legal and regulatory disputes regarding title, royalties, and land access that could result in substantial liabilities.
NewRisks Related to Our Business and Industry
stakeholder activism, require us to incur additional costs to procure replacement attributes, or otherwise adversely impact our operations
Evolving stakeholder ESG expectations and adjustments to our environmental targets may require additional compliance costs.
NewRisks Related to Environmental, Legal Compliance and Regulatory Matters
Changes to these requirements (including, for example, new requirements relating to climate change, environmental protection and energy policy) may restrict or affect our right or ability to conduct our activities
Our Beetaloo exploration depends on maintaining and renewing permits and complying with specific work program and expenditure requirements.
NewRisks Related to Environmental, Legal Compliance and Regulatory Matters
compliance may potentially result in fines and requests for improvement action from the regulator all of which may result in limitations on actions and project delays or cost overruns
Upon reaching 100,000 t-CO2-e emissions annually, Australian law requires us to produce natural gas in the Beetaloo on a Scope 1 net zero basis.
NewRisks Related to Environmental, Legal Compliance and Regulatory Matters
We may incur significant costs and liabilities as a result of environmental, health and safety laws and regulations applicable to the operation of our wells, gathering systems and other facilities including, for example, including but not limited to the following laws, as amended from time to time
We are subject to numerous Northern Territory and Commonwealth environmental, health, and safety laws restricting pollutants and waste disposal.
NewRisks Related to our Common Stock and our CDIs
control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis
Audits for fiscal years 2024 and 2025 revealed material weaknesses in internal controls due to documentation, staffing, and IT deficiencies.

Dropped

DroppedRisks Related to Our Business and Industry
the effects of competition by other companies operating in the oil and natural gas industry
DroppedRisks Related to Our Business and Industry
regulatory compliance, including limitations on wastewater disposal, discharge of greenhouse gases and hydraulic fracturing
Lack of external funding commitments and revenue before 2026.
DroppedRisks Related to Our Business and Industry
changes to the current economic importance of natural gas development and production industry in Australia would be likely to have an adverse effect on our business, financial condition and profits
DroppedRisks Related to Our Business and Industry
liquefied petroleum products supply and demand balances
DroppedRisks Related to Our Business and Industry
potential environmental and other liabilities
DroppedRisks Related to Our Business and Industry
repairs to resume operations
DroppedRisks Related to Our Business and Industry
the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage
DroppedRisks Related to Environmental, Legal Compliance and Regulatory Matters
Shifts in government policy could have varying degrees of impact on our operations and its profitability and could range from loss or reduction in industry incentives, preventing infrastructure development to moratoriums on future natural gas development in specific areas or across the Beetaloo
DroppedRisks Related to Environmental, Legal Compliance and Regulatory Matters
Significant physical effects of climatic change have the potential to damage our facilities, disrupt our production activities and cause us to incur significant costs in preparing for or responding to those effects
Multi-year asset development susceptibility and regulatory compliance uncertainties.
DroppedRisks Related to Environmental, Legal Compliance and Regulatory Matters
In addition, if we were to be held responsible for environmental damage, in addition to remediation costs, we may suffer reputational damage, possible suspension or cessation of operations, revocation of permits or financial penalties
DroppedRisks Related to Environmental, Legal Compliance and Regulatory Matters
Work Health and Safety (National Uniform Legislation) Act 2011 (NT)
Natural gas price volatility and potential oil price spillover effects.
DroppedRisks Related to our Common Stock and our CDIs
related regulations of the SEC and the requirements of the ASX and NYSE. Complying with these statutes, regulations and requirements occupies a significant amount of our time and causes us to incur significantly costs and expenses
Dependency on higher Asian and Australian natural gas prices relative to U.S. prices.
DroppedRisks Related to our Common Stock and our CDIs
establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings
DroppedRisks Related to our Common Stock and our CDIs
prohibit golden parachutes or other termination benefits for officers upon a change in ownership or control of us
DroppedRisks Related to our Common Stock and our CDIs
prior to release to any other person, release announcements through the ASX as the central collection point for market sensitive information

Reworded

98% rewrittenRisks Related to Our Business and Industry
A financial crisis or deterioration in general economic, business or industry conditions could materially adversely affect our results of operations and financial condition
Added specific references to changing regulatory environments, tariffs, trade policies, and elevated interest rates impacting economic uncertainty.
94% rewrittenRisks Related to Our Business and Industry
Natural gas prices are volatile. A reduction or sustained decline in prices may adversely affect our business, financial condition or results of operations and our ability to meet our financial commitments or raise capital
Expanded to include detailed language on how prevailing natural gas prices and oil price changes influence revenue and service costs.
84% rewrittenRisks Related to our Common Stock and our CDIs
We have identified a material weakness in our internal control over financial reporting. Any material weakness may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our financial statements
Appended a formal definition of a material weakness to the internal control risk disclosure.
84% rewrittenRisks Related to our Common Stock and our CDIs
The requirements of being a public company, including compliance with the reporting requirements of the ASX listing rules and the Exchange Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner
Added bullet points and clarified public company compliance burdens under ASX listing rules and the Exchange Act.
81% rewrittenRisks Related to Our Business and Industry
Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, or at all, which may in turn limit our ability to execute on our plans
Updated drilling well count from six to three and raised estimated gross completion expenses from $26 million to $30 million per well.
79% rewrittenRisks Related to our Common Stock and our CDIs
Our certificate of incorporation and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our CDIs and common stock
Formatted defensive corporate governance provisions regarding preferred stock and board structure into clear bullet points.
78% rewrittenRisks Related to Our Business and Industry
Part of our business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application
Added the risk of successfully cleaning out the wellbore after final fracture stimulation and potential equipment and labor shortages.
78% rewrittenRisks Related to Our Business and Industry
We have limited control over properties and investments operated by others or through joint ventures
Refined joint venture and third-party operator risk descriptions regarding shared control and inconsistent stakeholder goals.
76% rewrittenRisks Related to Our Business and Industry
Our business is subject to operating hazards that could result in substantial losses or liabilities for which we may not have adequate insurance coverage
76% rewrittenRisks Related to our Common Stock and our CDIs
Because we have elected to take advantage of the extended transition period pursuant to Section 107 of the JOBS Act, our financial statements may not be comparable to those of other public companies
73% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
We may face unanticipated water and other waste disposal costs as a result of increased water-related laws and regulations
Was: We may face unanticipated water and other waste disposal costs as a result of increased water-related regulations
73% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
Federal and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of natural gas wells and adversely affect our production
70% rewrittenRisks Related to Our Business and Industry
Loss of or compromise to our information and computer systems could adversely affect our business
Was: Loss of our information and computer systems could adversely affect our business
70% rewrittenRisks Related to our Common Stock and our CDIs
As a result of listing CDIs on the ASX, we are subject to the listing rules of the ASX, which may strain our resources, divert management’s attention and affect our ability to manage our business or raise additional capital
69% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
Our business is subject to complex and evolving laws and regulations regarding privacy, data security and the processing of personal information
Was: Our business is subject to complex and evolving laws and regulations regarding privacy and data protection
64% rewrittenRisks Related to Our Business and Industry
Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats and other disruptions
Was: Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats, incidents and other disruptions
62% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
The exploration and development of natural gas in the Beetaloo can pose native title and heritage risks, potentially leading to legal disputes, operational disruptions, and reputational damage
60% rewrittenRisks Related to Our Business and Industry
Our industry requires us to navigate many uncertainties that could adversely affect our financial condition and results of operations
58% rewrittenRisks Related to Our Business and Industry
If our assessments of the Beetaloo are materially inaccurate, it will have a fundamental impact on our business
44% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
Our operations are subject to risks relating to climate change that could increase compliance or operating costs, limit natural gas exploration and production areas, and reduce demand for the natural gas we produce
44% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
We face community opposition from certain parties with respect to our development of the Beetaloo and related operations, which could result in significant costs and delays and could impede our ability to obtain the government approvals required for such operations
42% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
Despite efforts to conduct activities in an environmentally responsible manner and in accordance with applicable laws, there is a risk that our activities may cause harm to the environment which could impact production or delay future development timetables
Was: Despite efforts to conduct activities in an environmentally responsible manner and in accordance with applicable laws, there is a risk that gas activities may cause harm to the environment which could impact production or delay future development timetables
30% rewrittenRisks Related to Our Business and Industry
Our recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about our ability to continue as a going concern
30% rewrittenRisks Related to Environmental, Legal Compliance and Regulatory Matters
We are subject to complex federal, local and other laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities
23% rewrittenRisks Related to Our Business and Industry
Drilling wells is speculative, often involving significant costs that may be more than our estimates, and may not result in any discoveries or additions to our future production or reserves. Any material inaccuracies in drilling costs, estimates or underlying assumptions will materially affect our business

All 68 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

01Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, or at all, which may in turn limit our ability to execute on our plans81% rewritten
02We have no proved reserves at this time and areas that we decide to drill may not yield natural gas in commercial quantities or quality, or at all
03We face substantial uncertainties in estimating the characteristics of our property, so you should not place undue reliance on any of our estimates
04Drilling wells is speculative, often involving significant costs that may be more than our estimates, and may not result in any discoveries or additions to our future production or reserves. Any material inaccuracies in drilling costs, estimates or underlying assumptions will materially affect our business23% rewritten
05Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to natural gas markets and delay the phases of our business plan
06Drilling, completions, workover and hydraulic fracturing operations are operationally complex activities which present certain risks that could adversely affect our business, financial condition or results of operations
07Our industry requires us to navigate many uncertainties that could adversely affect our financial condition and results of operations60% rewritten
08Natural gas prices are volatile. A reduction or sustained decline in prices may adversely affect our business, financial condition or results of operations and our ability to meet our financial commitments or raise capital94% rewritten
09We may not be able to manage our future growth effectively, which could make it difficult to execute our business strategy
10Construction of midstream projects subjects us to risks of construction delays, cost over-runs, limitations on our growth and negative effects on our financial condition, results of operations, cash flows and liquidity
11If our assessments of the Beetaloo are materially inaccurate, it will have a fundamental impact on our business58% rewritten
12Numerous uncertainties exist in estimating quantities of proved and possible reserves and any such estimates may be inaccurate
13We are dependent on certain members of our management and technical team
14We have limited control over properties and investments operated by others or through joint ventures78% rewritten
15venture or us. These limitations and our dependence on such third parties could result in unexpected future costs or liabilities and unplanned changes in operations or future development, which could adversely affect our financial condition and results of operationsNew
16All of our assets and operations are located in the Beetaloo, making us vulnerable to risks associated with operating in one geographic area
17We may be unable to make accretive acquisitions or successfully integrate acquired businesses or assets, and any inability to do so may disrupt our business and hinder our growth potentialNew
18Our business is subject to operating hazards that could result in substantial losses or liabilities for which we may not have adequate insurance coverage76% rewritten
19We are subject to numerous risks inherent to the exploration and production of natural gas
20Our identified drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling
21The development schedule of natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and natural gas field services, is subject to delays and cost overruns
22Part of our business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application78% rewritten
23Shale gas completions require significant amounts of water that is subject to delays in regulatory approval from certain aquifers and the cost of utilization of aquifer water may increase over time
24Our recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about our ability to continue as a going concern30% rewritten
25Our long-term business plan contemplates the development of an additional LNG export terminal on the northern coast of Australia. Our ability to develop such a facility is dependent on our ability to attract a third-party partner as well as securing the necessary permits
26A financial crisis or deterioration in general economic, business or industry conditions could materially adversely affect our results of operations and financial condition98% rewritten
27and slowing of economic growth in the United States and fears of a recession have contributed and may continue to contribute to economic uncertainty and diminished expectations for the global economyNew
28Concerns about global economic growth can result in a significant adverse impact on global financial markets and commodity prices. In addition, any financial crisis may cause us to face limitations on our ability to access the debt and equity capital markets and complete asset purchases or sales
29Events outside of our control, including an epidemic or outbreak of an infectious disease, terrorism, geopolitical instability, and security threats, could have a material adverse effect on our business, liquidity, financial condition, results of operations, and/or cash flows
30A terrorist attack or armed conflict targeting our systems or natural gas infrastructure generally could materially adversely impact our operations
31Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats and other disruptions64% rewritten
32cyberattacks and other incidents, and we expect such incidents to continue to varying degrees. While to date no incidents have had a material impact on our operations, we cannot guarantee that material incidents will not occur in the futureNew
33Loss of or compromise to our information and computer systems could adversely affect our business70% rewritten
34We may be involved in legal proceedings that count result in substantial liabilitiesNew
35Our business, as well as those of other companies, faces increasing public scrutiny related to ESG activities, which are increasingly considered to contribute to the long-term sustainability of a company’s performance
36stakeholder activism, require us to incur additional costs to procure replacement attributes, or otherwise adversely impact our operationsNew

Risks Related to Environmental, Legal Compliance and Regulatory Matters

37We are subject to complex federal, local and other laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities30% rewritten
38Changes to these requirements (including, for example, new requirements relating to climate change, environmental protection and energy policy) may restrict or affect our right or ability to conduct our activitiesNew
39Our operations are also subject to the Petroleum Act 1984 (NT), which, among other maters, allows for the unitization of a petroleum pool that extends beyond a license area, but which is desirable for efficiency and avoiding wasteful and harmful development and practices
40We face community opposition from certain parties with respect to our development of the Beetaloo and related operations, which could result in significant costs and delays and could impede our ability to obtain the government approvals required for such operations44% rewritten
41The exploration and development of natural gas in the Beetaloo can pose native title and heritage risks, potentially leading to legal disputes, operational disruptions, and reputational damage62% rewritten
42compliance may potentially result in fines and requests for improvement action from the regulator all of which may result in limitations on actions and project delays or cost overrunsNew
43Increased attention to ESG matters and environmental conservation measures may adversely impact our business
44Federal and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of natural gas wells and adversely affect our production73% rewritten
45Our operations are subject to risks relating to climate change that could increase compliance or operating costs, limit natural gas exploration and production areas, and reduce demand for the natural gas we produce44% rewritten
46Despite efforts to conduct activities in an environmentally responsible manner and in accordance with applicable laws, there is a risk that our activities may cause harm to the environment which could impact production or delay future development timetables42% rewritten
47We may incur significant costs and liabilities as a result of environmental, health and safety laws and regulations applicable to the operation of our wells, gathering systems and other facilities including, for example, including but not limited to the following laws, as amended from time to timeNew
48Our future gathering systems and processing, treating and fractionation facilities will be subject to regulation by the Northern Territory that could have a material adverse effect on our operations and cash flows
49We may face unanticipated water and other waste disposal costs as a result of increased water-related laws and regulations73% rewritten
50Restrictions on drilling, completion, production or related activities intended to protect certain species of wildlife may adversely affect our ability to conduct drilling activities in some of the areas where we operate
51Our business is subject to complex and evolving laws and regulations regarding privacy, data security and the processing of personal information69% rewritten

Risks Related to our Corporate Structure

52We may be unable to achieve some or all of the benefits that we expect to achieve from the Corporate Reorganization, which could materially adversely affect our business, financial condition and results of operations

Risks Related to our Common Stock and our CDIs

53The requirements of being a public company, including compliance with the reporting requirements of the ASX listing rules and the Exchange Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner84% rewritten
54Furthermore, Changes in foreign currency exchange rates could materially adversely affect our business, results of operations or financial condition
55We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders’ best interests
56Our certificate of incorporation and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our CDIs and common stock79% rewritten
57We may issue preferred stock whose terms could adversely affect the voting power or value of our CDIs and common stock
58We have identified a material weakness in our internal control over financial reporting. Any material weakness may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our financial statements84% rewritten
59control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basisNew
60For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, which apply to other public companies
61Because we have elected to take advantage of the extended transition period pursuant to Section 107 of the JOBS Act, our financial statements may not be comparable to those of other public companies76% rewritten
62Our outstanding CDIs are listed on the ASX and are freely tradable in the public markets in Australia. Trading in our CDIs may have a material adverse effect on the trading price of our common stock on the NYSE
63The different characteristics of the capital markets in Australia and the United States may negatively affect the trading prices of our CDIs and common stock and may limit our ability to take certain actions typically performed by a U.S. company
64Our ability to raise additional capital may be significantly limited by listing rules of the ASX that limit the amount of common stock that we are permitted to issue without stockholder approval
65An investor may have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we conduct a majority of our operations in Australia, and many of our directors and officers reside outside the United States
66As a result of listing CDIs on the ASX, we are subject to the listing rules of the ASX, which may strain our resources, divert management’s attention and affect our ability to manage our business or raise additional capital70% rewritten
67The market price of our common stock may be adversely affected by arbitrage activities
68Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies may adversely affect our financial statements

Other Tamboran Resources 10-Ks

FY2026 10-K risk factors
70 risks6 new4 dropped11 reworded
New risks emphasize partner defaults, third-party infrastructure, AI use, Hungarian mining approvals, and higher reporting costs.
Filed Sep 25, 2026
FY2024 10-K risk factors
73 risks
Tamboran Resources faces going concern doubts, heavy capital needs, and extreme geographic concentration in Australia's Beetaloo Basin.
Filed Sep 23, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.