Tamboran Resources (NYSE: TBN) holders approve PIPE share issues

Rhea-AI Filing Summary

Tamboran Resources Corporation reported that stockholders approved multiple share issuances at a special meeting held on January 13, 2026. Stockholders ratified the prior issue of 2,673,111 shares of common stock tied to a public offering. They also approved the Company’s October 2025 PIPE Financing, including the issuance of 1,105,415 shares of common stock to the October PIPE investors and additional specified amounts of shares to several named individuals. Stockholders further approved the issuance of shares to certain directors, officers, and employees under the same PIPE financing structure, following voting exclusions required by ASX rules.

Insights

Equity and corporate governance analyst

Shareholders approved prior offering and PIPE-related share issuances.

Tamboran Resources Corporation obtained stockholder approval for several equity issuances connected to a public offering and its October 2025 PIPE Financing. The approvals include ratification of 2,673,111 common shares from a prior public offering and authorization for PIPE-related issuances to institutional investors and specified individuals.

The voting results show strong support for each proposal, with "for" votes significantly exceeding "against" across all 15 items and no broker non-votes reported. Some votes were subject to ASX-mandated exclusions for interested shareholders, which the company noted as affecting the final tallies.

These approvals clear corporate and ASX Listing Rule conditions for issuing the various share blocks, including 1,105,415 shares to October PIPE investors and additional grants to directors, officers, employees, and named individuals. The actual impact will depend on how these approved issuances interact with Tamboran’s broader capital structure in future disclosures.

false000199765200019976522026-01-132026-01-13

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 13, 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 5.07Submission of Matters to a Vote of Security Hold.

On January 13, 2026, Tamboran Resources Corporation (the “Company”) held a Special Meeting of Stockholders (the “2025

Special Meeting”) where the following matters were voted upon by the Company’s stockholders:

1. Ratification and approval, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue of 2,673,111 shares of

Common Stock pursuant to the Company’s Public Offering.

2. Approval of the Company’s October 2025 PIPE Financing and issuance of shares of Common Stock pursuant to the Company’s

October 2025 PIPE Financing.

3. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 133,655 shares of Common Stock to

Mr. Bryan Sheffield under the October 2025 PIPE Financing.

4. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 181,274 shares of Common Stock to

Mr. Scott Sheffield under the October 2025 PIPE Financing.

5. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 11,904 shares of Common Stock to Mr.

Richard Stoneburner under the October 2025 PIPE Financing.

6. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 23,809 shares of Common Stock to Mr.

Ryan Dalton under the October 2025 PIPE Financing.

7. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 23,809 shares of Common Stock to Mr.

Phillip Pace under the October 2025 PIPE Financing.

8. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 9,523 shares of Common Stock to Mr.

Fredrick Barrett under the October 2025 PIPE Financing.

9. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 4,761 shares of Common Stock to Mr.

Jeffrey Bellman under the October 2025 PIPE Financing.

10. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 10,000 shares of Common Stock to

Mr. David Siegel under the October 2025 PIPE Financing.

11. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 6,000 shares of Common Stock to Mr.

Robert Siegel under the October 2025 PIPE Financing.

12. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 2,323 shares of Common Stock to Mr.

Tom Robb under the October 2025 PIPE Financing.

13. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 11,904 shares of Common Stock to

Ms. Sarah Pacheco under the October 2025 PIPE Financing.

14. Approval, for purposes of ASX Listing Rule 7.1 and for all other purposes, of the issue of 1,105,415 shares of Common Stock to

the October PIPE Investors under the October 2025 PIPE Financing.

15. Approval of the issuance of shares of Common Stock to certain directors, officers, and employees of the Company pursuant to the

Company’s October 2025 PIPE Financing.

As noted in the proxy statement for the 2025 Special Meeting, under the rules of the ASX, the Company disregarded votes cast in

favor of certain proposals for those shareholders who may have had an interest in the outcome thereof, which voting exclusions

impacted the final voting results reflected below.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
1. Ratification and approval, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue of 2,673,111 shares of Common Stock pursuant to the Company’s Public Offering.		11,276,957		30,177		61,604		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
2. Approval of the Company’s October 2025 PIPE Financing and issuance of shares of Common Stock pursuant to the Company’s October 2025 PIPE Financing.		10,975,430		329,396		63,912		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
3. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 133,655 shares of Common Stock to Mr. Bryan Sheffield under the October 2025 PIPE Financing.		11,026,510		339,097		3,131		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
4. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 181,274 shares of Common Stock to Mr. Scott Sheffield under the October 2025 PIPE Financing.		11,026,213		339,347		3,178		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
5. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 11,904 shares of Common Stock to Mr. Richard Stoneburner under the October 2025 PIPE Financing.		11,026,236		339,325		3,177		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
6. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 23,809 shares of Common Stock to Mr. Ryan Dalton under the October 2025 PIPE Financing.		11,026,236		339,325		3,177		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
7. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 23,809 shares of Common Stock to Mr. Phillip Pace under the October 2025 PIPE Financing.		11,026,236		339,325		3,177		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
8. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 9,523 shares of Common Stock to Mr. Fredrick Barrett under the October 2025 PIPE Financing.		10,980,838		339,525		48,375		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
9. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 4,761 shares of Common Stock to Mr. Jeffrey Bellman under the October 2025 PIPE Financing.		11,028,637		339,275		826		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
10. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 10,000 shares of Common Stock to Mr. David Siegel under the October 2025 PIPE Financing.		11,026,236		339,325		3,177		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
11. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 6,000 shares of Common Stock to Mr. Robert Siegel under the October 2025 PIPE Financing.		11,026,236		339,325		3,177		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
12. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 2,323 shares of Common Stock to Mr. Tom Robb under the October 2025 PIPE Financing.		11,025,171		340,389		3,178		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
13. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issue of 11,904 shares of Common Stock to Ms. Sarah Pacheco under the October 2025 PIPE Financing.		11,027,858		337,704		3,176		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
14. Approval, for purposes of ASX Listing Rule 7.1 and for all other purposes, of the issue of 1,105,415 shares of Common Stock to the October PIPE Investors under the October 2025 PIPE Financing.		11,264,691		40,900		63,147		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
15. Approval of the issuance of shares of Common Stock to certain directors, officers, and employees of the Company pursuant to the Company’s October 2025 PIPE Financing.		11,026,388		339,449		2,901		0

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
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: January 14, 2026				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What did Tamboran Resources Corporation (TBN) shareholders approve at the special meeting?

At the special meeting on January 13, 2026, stockholders approved 15 proposals, including ratification of prior public offering shares, approval of the October 2025 PIPE Financing, and related share issuances to PIPE investors and various insiders.

How many shares from Tamborans public offering were ratified by shareholders?

Stockholders ratified and approved the issue of 2,673,111 shares of common stock that had been issued pursuant to the Companys public offering.

What is the October 2025 PIPE Financing for Tamboran Resources (TBN)?

The October 2025 PIPE Financing is a private investment in public equity under which Tamboran plans to issue shares of common stock to October PIPE investors and specified individuals, subject to shareholder approvals that were obtained at the special meeting.

How many shares were approved for issuance to October 2025 PIPE investors?

Stockholders approved the issue of 1,105,415 shares of common stock to the October PIPE investors under the October 2025 PIPE Financing.

Which individuals received specific share approvals under Tamborans PIPE Financing?

Shareholders approved PIPE-related issuances of common stock to several named individuals, including Bryan Sheffield, Scott Sheffield, Richard Stoneburner, Ryan Dalton, Phillip Pace, Fredrick Barrett, Jeffrey Bellman, David Siegel, Robert Siegel, Tom Robb, and Sarah Pacheco, each for specified share amounts.

Did Tamboran Resources (TBN) shareholders approve share issuances to directors, officers, and employees?

Yes. One of the proposals approved the issuance of shares of common stock to certain directors, officers, and employees of the Company pursuant to the October 2025 PIPE Financing.

How did ASX rules affect the voting results for Tamborans special meeting proposals?

Under ASX rules, the Company disregarded votes cast in favor of certain proposals by shareholders who may have had an interest in the outcome, and these voting exclusions affected the final voting results disclosed.