UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Tellurian Inc.

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.  ¨

On August 8, 2023, Tellurian Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Investor”) pursuant to which the Investor agreed to purchase, and the Company agreed to issue and sell in a private placement to the Investor (the “Private Placement”), (i) $250,000,000 aggregate principal amount of senior secured notes (the “Senior Notes”) pursuant to an indenture (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), and an eighth supplemental indenture (the “Eighth Supplemental Indenture”) among the Company, the Trustee and the collateral agent named therein and (ii) $83,334,000 aggregate principal amount of senior secured convertible notes (the “Convertible Notes” and, together with the Senior Notes, the “Notes”) pursuant to the Base Indenture between the Company and the Trustee, and a ninth supplemental indenture (the “Ninth Supplemental Indenture” and, together with the Base Indenture and the Eighth Supplemental Indenture, the “Indentures”), among the Company, the Trustee and the collateral agent named therein. The Private Placement is expected to close in the near future, subject to the satisfaction of customary closing conditions.

The Company will use the net proceeds from the sales of the Notes to partially redeem the $333.3 million aggregate principal amount of 6.00% Senior Secured Convertible Notes due May 1, 2025 (the “Prior Convertible Notes”) pursuant to a redemption letter agreement between the Company and the holder of the Prior Convertible Notes (the “Redemption Agreement”). Subject to the terms and conditions of the Redemption Agreement, payment of the remaining aggregate principal amount of the Prior Convertible Notes will be forgiven, any obligations arising under the Prior Convertible Notes (other than the requirement to pay accrued and unpaid interest on those notes through the date of redemption) will be released, and the covenants under the purchase agreement relating to those notes will be terminated.

Securities Purchase Agreement

The SPA contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. Pursuant to the SPA, the Company has agreed to indemnify the Investor against certain liabilities. The representations, warranties and covenants contained in the SPA were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The SPA also includes certain covenants that, among other things, limit the Company’s ability to issue certain types of securities for specified periods of time.

Form of Indentures and Form of Notes

The Eighth and Ninth Supplemental Indentures will be entered into among the Company, the Trustee and the collateral agent named therein. The Indentures will govern the terms of the Notes, including with respect to the rights and duties of the Trustee (including in connection with an event of default under the Notes (as described below)), replacement of the Trustee, discharge of the Indenture, cancellation of the Notes, and amendment and modification of the Indentures or the Notes.

Key terms of the Notes and the Indentures are as follows:

The maximum number of shares of common stock that the Company may issue in connection with the Notes, including shares payable as interest on the Notes and shares issuable upon conversion of the Convertible Notes, is 68,414,528 (this compares to a maximum number of shares of 87,351,503 in connection with the initial issuance of the Prior Convertible Notes).

The information set forth in Item 1.01 is incorporated herein by reference to this Item 2.03.

The information set forth in Item 1.01 is incorporated herein by reference to this Item 3.02.

The Investor has represented that it is an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the private placement exemption from the registration requirements of the Securities Act set forth in Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder for purposes of the transactions contemplated by the SPA.

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 hereunto duly authorized.