Tamboran Resources (NYSE: TBN) secures $32M PIPE financing at $21

Rhea-AI Filing Summary

Tamboran Resources Corporation completed a previously agreed private investment in public equity (PIPE). The company raised approximately $32 million by selling 1,524,377 shares of common stock at $21.00 per share to institutional investors.

Stockholders approved the share sales at a special meeting on January 13, 2026, satisfying a key condition for certain investors. The PIPE financing then closed on January 16, 2026, providing new capital to the company in exchange for newly issued shares, which were sold under private offering exemptions from registration.

Insights

Equity Capital Markets Analyst

Tamboran raises $32M through a PIPE, adding cash while modestly diluting shareholders.

Tamboran Resources Corporation closed a PIPE financing of approximately $32 million by issuing 1,524,377 new common shares at $21.00 per share. This brings fresh equity capital directly into the company, which can support its ongoing operations or growth plans as determined by management and the board.

The transaction required and received stockholder approval at a special meeting on January 13, 2026, which can be viewed as governance support for the capital raise. The shares were sold under Section 4(a)(2) and Rule 506(b) exemptions, meaning they are restricted securities placed with investors who had access to company information.

From an investor perspective, the key trade-off is added balance-sheet flexibility versus dilution from the new shares. The pricing of $21.00 per share and the aggregate size of $32 million are the primary quantitative markers disclosed for assessing how this capital raise fits into the company’s broader equity and financing strategy.

Tamboran Resources Corp false 0001997652 0001997652 2026-01-16 2026-01-16

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

Date of Report (Date of earliest event reported): January 16, 2026

Tamboran Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-42149		93-4111196
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue, Barangaroo NSW 2000

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: Australia +61 2 8330 6626

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		Name of each exchange on which registered
Common stock, $0.001 par value per share		TBN		New York Stock Exchange

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 3.02. Unregistered Sales of Equity Securities

As previously disclosed, on October 24, 2025, Tamboran Resources Corporation (the “Company”) entered into subscription agreements with certain investors (the “PIPE Investors”) for an aggregate commitment amount of approximately $32 million (the “PIPE Investment”), pursuant to which such investors agreed to purchase an aggregate of 1,524,377 shares of common stock of the Company, par value $0.001 per shares (“Common Stock”) at a price of $21.00 per share upon the satisfaction of certain conditions, including, as applicable to certain of the PIPE Investors, approval by the Company’s stockholders.

On January 13, 2026, the Company held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders considered and approved the sales to the PIPE Investors. Pursuant to the terms of the applicable subscription agreements, following the Special Meeting, on January 16, 2026, the PIPE Investment closed and the Company issued 1,524,377 shares of Common Stock.

The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.

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.

				TAMBORAN RESOURCES CORPORATION
Date: January 22, 2026				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What did Tamboran Resources Corporation (TBN) announce in this 8-K?

Tamboran Resources Corporation reported that it closed a private investment in public equity (PIPE), issuing 1,524,377 shares of common stock at $21.00 per share for aggregate commitments of approximately $32 million.

How much capital did TBN raise in the PIPE transaction?

Tamboran Resources Corporation raised approximately $32 million in gross proceeds from PIPE investors by selling 1,524,377 shares of its common stock at $21.00 per share.

When did Tamboran Resources (TBN) shareholders approve the PIPE financing?

Stockholders of Tamboran Resources Corporation approved the sales to the PIPE investors at a special meeting held on January 13, 2026.

When did the TBN PIPE investment close and new shares get issued?

The PIPE investment closed on January 16, 2026, after which Tamboran Resources Corporation issued 1,524,377 shares of common stock to the PIPE investors.

Under what securities law exemptions was the TBN PIPE completed?

The securities were issued under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D as a transaction not requiring registration under Section 5 of the Securities Act.

Are the PIPE shares issued by Tamboran Resources (TBN) freely tradable?

No. The shares were issued in a private placement under exemptions from registration, and restrictive legends were applied, indicating they are restricted securities acquired for investment purposes.