Material Event Form 8 K

Item 8.01

Other Events.

As previously announced, on July 21, 2024, Tellurian Inc. ("Tellurian" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Woodside Energy Holdings (NA) LLC, a Delaware limited liability company ("Parent"), and Woodside Energy (Transitory) Inc., a Delaware corporation ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tellurian (the "Merger"), with Tellurian continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.

In connection with the Merger, Tellurian filed a definitive proxy statement (the "Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC") on August 27, 2024. As is common in transactions of this type, several lawsuits have been threatened by purported stockholders challenging the completeness and accuracy of the disclosures in the Proxy Statement and one lawsuit, Ann Wilcoxon v. Tellurian, Inc., et al., No. 1:24-cv-06542 (S.D.N.Y.), has been filed in federal court.

The supplemental disclosures contained below should be read in conjunction with the Proxy Statement, which is available on the website maintained by the SEC at http://www.sec.gov, along with periodic reports and other information Tellurian files with the SEC. To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.

Tellurian and Woodside believe that the claims made in the lawsuits referenced above are without merit and no supplemental disclosures are required under applicable law. However, to eliminate the burden, expense, and uncertainties inherent in such litigation, and without admitting any liability or wrongdoing, Tellurian is voluntarily making certain supplemental disclosures to the Proxy Statement, set forth below. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. Tellurian and Woodside specifically deny all allegations in the relevant complaints, including that any additional disclosure was or is required.

Supplemental Proxy Statement Disclosures

The following disclosure is added at the end of the first paragraph on page 29

None of these agreements contained a "don't ask, don't waive" provision that would prevent the counterparty from making a proposal to acquire Tellurian.

The following disclosure is added at the end of the first paragraph on page 30

Neither this proposal, nor the subsequent written proposals sent by Woodside to Tellurian on June 21 and June 28, 2024 and discussed below, included any indication that members of Tellurian management would be retained following an acquisition.

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