[8-K] Tamboran Resources Corp Reports Material Event

Rhea-AI Filing Summary

Tamboran Resources Corporation announced two equity transactions. The company closed an underwritten offering of 2,324,445 shares of common stock, and the underwriters fully exercised their 30‑day option for an additional 348,666 shares. The offering closed on October 24, 2025, generating approximately $52.5 million in net proceeds to fund Tamboran’s development plan, working capital, and other general corporate purposes.

Separately, Tamboran entered into subscription agreements to sell up to $29 million of common stock at $21.00 per share to certain investors, including its largest shareholder and directors, subject to shareholder approval and customary closing conditions. Tamboran agreed to use commercially reasonable efforts to file a resale registration within 30 days of that closing and to seek effectiveness as soon as practicable, no later than the 60th day (or 90th day if reviewed), maintaining effectiveness until specified conditions or up to three years.

Insights

Equity capital markets analyst

Tamboran adds equity capital via an underwritten deal and a potential insider-led subscription.

Tamboran completed an underwritten equity raise, issuing 2,324,445 shares plus 348,666 overallotment shares, with net proceeds of $52.5 million. Proceeds are earmarked for the development plan, working capital, and general corporate purposes, which directly adds liquidity to pursue projects.

In addition, the company signed subscription agreements to sell up to $29 million at $21.00 per share to investors that include its largest shareholder and directors, subject to shareholder approval. The agreements require filing a resale registration within 30 days of closing and seeking effectiveness by the 60th day (or 90th if reviewed), with maintenance up to three years or earlier specified triggers.

The near‑term mechanics are clear: cash inflow from the underwritten offering already closed on October 24, 2025, while any subscription proceeds depend on shareholder approval and closing. Actual market resale activity by holders will be governed by the effectiveness of the registration statement and holder decisions.

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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): October 22, 2025

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 1.01Entry into a Material Definitive Agreement.

On October 24, 2025, Tamboran Resources Corporation (the “Company”) entered into subscription

agreements (the “Subscription Agreements”) with certain investors, including Bryan Sheffield, our largest

shareholder, and Scott Sheffield, our director, and certain of our officers and other directors (the “Investors”),

pursuant to which we expect to sell to the Investors up to $29 million of shares of our common stock, par value

$0.001 (“Common Stock”) at a price per share of $21.00, on the terms and subject to the conditions set forth therein

(the “Offering”). The closing of the Offering is subject to approval by the Company’s shareholders and the

satisfaction of other customary closing conditions.

Pursuant to the Subscription Agreements, the Company has agreed to use commercially reasonable efforts to

file with Securities and Exchange Commission (the “SEC”), within 30 calendar days of the closing of the Offering, a

registration statement registering the resale of the shares of Common Stock (the “Registrable Securities”). The

Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon

as practicable after filing, but no later than the 60th calendar day (or 90th calendar day if the SEC notifies the

Company that it will review the registration statement) following the closing of the Offering. The Company is also

obligated to maintain the effectiveness of the registration statement for a period ending on the earlier of (A) the date

the Investor ceases to hold any Registrable Securities, (B) the date all Registrable Securities held by the Investor

may be sold without restriction under Rule 144, or (C) three years from the effective date of the registration

statement.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in

its entirety by reference to the text of the Subscription Agreements filed as Exhibit 10.1, 10.2 and 10.3 to this

Current Report on Form 8-K that are incorporated herein by reference.

Item 8.01Other Events.

On October 22, 2025, 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 2,324,445 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 348,666 additional shares of Common Stock.

The Underwriters exercised their option to purchase additional shares of Common Stock in full on October 23, 2025.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations,

closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against

certain liabilities, including liabilities under the Securities, and to contribute to any payment that the Underwriters

may be required to make because of any of those liabilities.

The Underwritten Offering was made pursuant to a shelf registration statement on Form S-3 (File No.

333-288382) (as amended, the “Registration Statement”) that was originally filed on June 27, 2025 with the SEC

and became effective on July 29, 2025, including the prospectus forming a part of the Registration Statement, a

preliminary prospectus supplement, which was filed with the SEC on October 22, 2025, and a final prospectus

supplement, which was filed with the SEC on October 24, 2025, pursuant to Rule 424(b) under the Securities Act.

The Underwritten Offering closed on October 24, 2025. The Company intends to use the approximately $52.5

million of net proceeds (after deducting discounts and commissions payable to the underwriters and estimated

offering expenses payable by the Company) from the Underwritten Offering to fund Tamboran’s development plan,

working capital, and other general corporate purposes.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its

entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to

this Current Report on Form 8-K and incorporated herein by reference.

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the

Common Stock in the Underwritten Offering 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.

Item 7.01Regulation FD Disclosure.

On October 22, 2025, the Company issued press releases announcing the launch and pricing of the

Underwritten Offering. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated

by reference herein.

On October 24, 2025, the Company issued a press release announcing the closing of the Underwritten

Offering. The press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

The foregoing (including Exhibits 99.1, 99.2 and 99.3) are being furnished pursuant to Item 7.01 and will not

be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated

by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this report:

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of October 22, 2025, by and among the Company and RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
5.1	Opinion of Latham & Watkins LLP.
10.1	Form of Subscription Agreement (B. Sheffield).
10.2	Form of Subscription Agreement (D&O).
10.3	Form of Subscription Agreement.
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
99.1	Press release dated October 22, 2025 (Launch).
99.2	Press release dated October 22, 2025 (Pricing).
99.3	Press release dated October 24, 2025 (Closing).
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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: October 24, 2025				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What did TBN announce in its 8-K?

Tamboran closed an underwritten offering with full overallotment exercise, yielding approximately $52.5 million net proceeds, and signed subscription agreements for up to $29 million at $21.00 per share, subject to shareholder approval.

How many shares did TBN sell in the underwritten offering?

The offering covered 2,324,445 shares, and underwriters exercised their option for an additional 348,666 shares.

How will TBN use the $52.5 million in net proceeds?

Tamboran intends to fund its development plan, working capital, and other general corporate purposes.

What are the key terms of TBN’s subscription agreements?

Up to $29 million of common stock at $21.00 per share to certain investors, subject to shareholder approval and customary closing conditions.

What are TBN’s resale registration obligations for the subscription shares?

File within 30 days of closing, seek effectiveness as soon as practicable but no later than the 60th day (or 90th day if reviewed), and maintain up to three years or earlier specified triggers.

Who managed TBN’s underwritten offering?

RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as representatives of the underwriters.