Tamboran Resources (NYSE: TBN) closes entitlement, underwritten and direct equity deals

Rhea-AI Filing Summary

Tamboran Resources Corporation completed several equity financings. The company closed an accelerated non-renounceable institutional entitlement offer to eligible non-U.S. holders, issuing 148,308,400 CHESS Depositary Interests, each representing 1/200th of a share of common stock, underpinned by 741,542 shares. This raised aggregate proceeds of A$37.1 million at A$0.25 per CDI under Regulation S.

The company also completed the sale of 443,491 additional common shares under a previously announced underwritten offering, after underwriters exercised their option in full, generating additional net proceeds of $14.7 million. In a registered direct institutional entitlement offering priced at $35.00 per share, Tamboran issued 916,412 shares, with a remaining portion of approximately 96,698 shares expected to close on or about April 15, 2026, subject to customary conditions.

Insights

Equity capital markets analyst

Tamboran raises multi-currency equity capital through three coordinated offerings.

Tamboran Resources Corporation executed an Australian entitlement offer, an underwritten U.S. common stock offering, and a registered direct institutional entitlement offering. Together, these transactions add new equity capital in both Australian dollars and U.S. dollars, using different structures for distinct investor bases.

The accelerated non-renounceable institutional entitlement offer raised A$37.1 million via CHESS Depositary Interests, targeting existing shareholders in specified non-U.S. jurisdictions under Regulation S. The underwriters’ full exercise of the 443,491-share option generated additional net proceeds of $14.7 million, signaling completion of the upsized underwritten component.

The registered direct institutional entitlement offering priced at $35.00 per share closed initially on April 14, 2026 for 916,412 shares, with about 96,698 further shares expected to close on or about April 15, 2026 subject to customary closing conditions. Overall impact on valuation and dilution depends on the company’s subsequent deployment of capital and future disclosures.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CDI entitlement offer proceeds: A$37.1 million CDIs issued: 148,308,400 CDIs Common shares under CDIs: 741,542 shares +5 more

8 metrics

CDI entitlement offer proceeds A$37.1 million Aggregate proceeds from institutional entitlement offer at A$0.25 per CDI

CDIs issued 148,308,400 CDIs Accelerated non-renounceable institutional entitlement offer

Common shares under CDIs 741,542 shares Shares of common stock underpinned by the issued CDIs

Underwritten option shares 443,491 shares Additional common shares purchased by underwriters on option exercise

Net proceeds from option shares $14.7 million Additional net proceeds from sale of 443,491 option shares

Initial registered direct shares 916,412 shares Initial portion of registered direct institutional entitlement offering

Registered direct share price $35.00 per share Price for shares sold in registered direct institutional entitlement offering

Remaining registered direct shares Approximately 96,698 shares Expected to close on or about April 15, 2026

Key Terms

accelerated non-renounceable institutional entitlement offer, CHESS Depositary Interests, Regulation S, Underwriting Agreement, +1 more

5 terms

accelerated non-renounceable institutional entitlement offer financial

"completed an accelerated non-renounceable institutional entitlement offer to eligible non-U.S. securityholders"

CHESS Depositary Interests financial

"issued and sold an aggregate of 148,308,400 CHESS Depositary Interests (“CDIs”)"

CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.

Regulation S regulatory

"issuance and sale of its CDIs were exempt from registration pursuant to Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Underwriting Agreement financial

"entered into an Underwriting Agreement with RBC Capital Markets, LLC and Wells Fargo Securities, LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

registered direct institutional entitlement offering financial

"agreed to sell shares of the Company’s common stock in a registered direct institutional entitlement offering"

Understanding 8-K Material Events →

Tamboran Resources Corp false 0001997652 0001997652 2026-04-14 2026-04-14

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): April 14, 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)		(I.R.S. Employer Identification No.)

Suite 01, Level 39, Tower One, International Towers Sydney,
100 Barangaroo Avenue, Barangaroo NSW		2000
(Address of principal executive offices)		(Zip Code)

Australia +61 2 8330 6626

(Registrant’s telephone number, including area code)

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 $0.001 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 Sale of Equity Securities.

On April 14, 2026, Tamboran Resources Corporation (the “Company”) completed an accelerated non-renounceable institutional entitlement offer to eligible non-U.S. securityholders pursuant to which the Company issued and sold an aggregate of 148,308,400 CHESS Depositary Interests (“CDIs”) underpinned by 741,542 shares of common stock (each CDI represents 1/200th of a share of common stock), for aggregate proceeds to the Company of A$37.1 million at an issue price of A$0.25 per CDI. The CDIs were offered to existing shareholders of the Company resident in Australia, Bermuda, Canada, Cayman Islands, Germany, Hong Kong, New Zealand, Norway, Singapore, Switzerland, United Arab Emirates, or the United Kingdom. The Company’s issuance and sale of its CDIs were exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended.

Item 8.01 Other Events.

Underwritten Offering

As previously disclosed in a current report on Form 8-K, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (the “Underwriters”), relating to the previously announced underwritten offering of 2,956,602 shares of common stock of the Company (the “Underwritten Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 443,491 additional shares of common stock (the “Option Shares”). On April 10, 2026, the Underwriters exercised their option to purchase all of the Option Shares. The purchase and sale of the Option Shares closed on April 14, 2026, resulting in additional net proceeds of $14.7 million.

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the Option Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Registered Direct Institutional Entitlement Offer

As previously disclosed in a current report on Form 8-K, the Company entered into certain share purchase agreements, by and between the Company and certain purchasers (the “Purchasers” and, such agreements, the “Purchase Agreements”), pursuant to which the Company agreed to sell shares of the Company’s common stock in a registered direct institutional entitlement offering at a price of $35.00 per share. On April 14, 2026, the Company closed a portion of the registered direct institutional entitlement offering, resulting in the issuance and sale of an aggregate of 916,412 shares of common stock (the “Initial RDO Shares”). The remaining portion of the registered direct institutional entitlement offering, consisting of approximately 96,698 shares of common stock, is expected to close on or about April 15, 2026, subject to customary closing conditions.

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the Initial RDO Shares is filed as Exhibit 5.2 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Latham & Watkins LLP (Option Shares)
5.2		Opinion of Latham & Watkins LLP (RDO Shares)
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.2)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 14, 2026				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What equity financing did Tamboran Resources (TBN) complete on April 14, 2026?

Tamboran Resources completed multiple equity financings on April 14, 2026, including an institutional entitlement offer, an underwritten option share sale, and an initial closing of a registered direct institutional entitlement offering, raising capital in both CHESS Depositary Interests and common stock.

How much did Tamboran Resources (TBN) raise from the CHESS Depositary Interest offer?

Tamboran raised aggregate proceeds of A$37.1 million from an accelerated non-renounceable institutional entitlement offer, issuing 148,308,400 CHESS Depositary Interests at an issue price of A$0.25 per CDI to eligible existing shareholders in specified non-U.S. jurisdictions.

What were the terms of Tamboran Resources’ underwritten option share sale?

Underwriters exercised a 30-day option in full to purchase 443,491 additional Tamboran common shares. The purchase and sale of these option shares closed on April 14, 2026, producing additional net proceeds of $14.7 million for the company under a previously disclosed Underwriting Agreement.

What is Tamboran Resources’ registered direct institutional entitlement offering?

Tamboran entered share purchase agreements for a registered direct institutional entitlement offering at $35.00 per share. On April 14, 2026, it closed an initial portion, issuing 916,412 common shares, with approximately 96,698 additional shares expected to close around April 15, 2026, subject to customary conditions.

Who could participate in Tamboran Resources’ institutional entitlement offer via CDIs?

The CHESS Depositary Interest entitlement offer was made to existing Tamboran shareholders resident in jurisdictions including Australia, Bermuda, Canada, Cayman Islands, Germany, Hong Kong, New Zealand, Norway, Singapore, Switzerland, United Arab Emirates, and the United Kingdom, relying on Regulation S under the Securities Act.

How are Tamboran Resources’ CHESS Depositary Interests structured relative to common stock?

Each CHESS Depositary Interest issued by Tamboran in the entitlement offer represents 1/200th of a share of common stock. The April 14, 2026 transaction issued 148,308,400 CDIs underpinned by 741,542 common shares, providing indirect exposure to Tamboran’s U.S.-listed common stock.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EX-5.1 10.6 KB
• EX-5.2 EX-5.2 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.2 KB