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Washington, D.C. 20549





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


Date of Report (Date of earliest event reported):       May 3, 2024




Tellurian Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-5507   06-0842255
(State or other jurisdiction of
  (Commission File Number)   (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  



(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:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


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.  ¨





Item 1.02Termination of a Material Definitive Agreement.


On May 3, 2024, Tellurian Inc. (“Tellurian” or the “Company”) terminated the Distribution Agency Agreement, dated as of December 30, 2022, by and between Tellurian and T.R. Winston & Company, LLC (the “T.R. Winston ATM Agreement”). The T.R. Winston ATM Agreement provided for the sale by the Company, from time to time, of up to $500,000,000 of shares of the Company’s common stock. The Company no longer expects to sell securities pursuant to the T.R. Winston ATM Agreement.


The Distribution Agency Agreement, dated as of March 15, 2024, by and between Tellurian and Virtu Americas LLC (the “Virtu ATM Agreement”) remains in effect. As of May 2, 2024, the Company had availability to raise aggregate gross sales proceeds of approximately $348.7 million under the Virtu ATM Agreement.







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.


Date: May 3, 2024 By: /s/ Simon G. Oxley
  Name: Simon G. Oxley
  Title: Executive Vice President and Chief Financial Officer