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Tamboran (TBN) trust acquires 133,655 shares in PIPE deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tamboran Resources Corp insiders reported an indirect share acquisition linked to a private placement. On January 16, 2026, the Bryan S. Sheffield Spousal Lifetime Access Trust (BSS SLAT) received 133,655 shares of common stock in a PIPE investment at $21 per share, following stockholder approval of a prior subscription agreement dated October 24, 2025.

After this transaction, entities associated with the reporting group are shown as beneficially owning 3,257,256 shares in total, held through Sheffield Holdings, LP, Daly Waters Energy, LP, and BSS SLAT. Sheffield Holdings’ general partner is Spraberry Interests, LLC, and Daly Waters’ general partner chain runs through Formentera Australia Fund I GP, LP and Formentera Investments LLC, with Bryan Sheffield managing the relevant entities. Each reporting person disclaims beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Sheffield Bryan, Sheffield Holdings, LP, Spraberry Interests, LLC, Daly Waters Energy, LP, Formentera Australia Fund I GP, LP, Formentera Investments LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Grant/Award Common Stock 133,655 $21.00 $2.81M
Holdings After Transaction: Common Stock — 3,257,256 shares (Indirect, See footnote)
Footnotes (1)
  1. The shares were issued to the Bryan S. Sheffield Spousal Lifetime Access Trust ("BSS SLAT") in a private placement (the "PIPE Investment") pursuant to that certain subscription agreement, dated October 24, 2025, by and between the Issuer and BSS SLAT. The consummation of the PIPE Investment was subject to certain customary conditions to closing, including the approval of the Issuer's stockholders. The closing conditions were satisfied and the PIPE Investment closed on January 16, 2026. Represents 2,247,404 securities held directly by Sheffield Holdings, LP ("Sheffield Holdings"), 876,197 securities held directly by Daly Waters Energy, LP ("Daly Waters"), and 133,655 securities held directly by BSS SLAT. Spraberry Interests, LLC ("Spraberry Interests") is the general partner of Sheffield Holdings. Bryan Sheffield is the manager of Spraberry Interests. As a result, each of Mr. Sheffield and Spraberry Interests may be deemed to share beneficial ownership of the shares held directly by Sheffield Holdings. Formentera Australia Fund I GP, LP ("Formentera Australia") is the general partner of Daly Waters. Formentera Investments LLC ("Formentera Investments") is the general partner of Formentera Australia. Bryan Sheffield is the managing member of Formentera Investments. (Continued from footnote 2) As a result, each of Mr. Sheffield, Formentera Australia and Formentera Investments may be deemed to share beneficial ownership of the shares held directly by Daly Waters. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary interest therein, if any.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sheffield Bryan
(Last) (First) (Middle)
300 COLORADO STREET, SUITE 1900
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tamboran Resources Corp [ TBN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/16/2026 A(1) 133,655(1) A $21 3,257,256 I See footnote(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Sheffield Bryan
(Last) (First) (Middle)
300 COLORADO STREET, SUITE 1900
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sheffield Holdings, LP
(Last) (First) (Middle)
300 COLORADO STREET, SUITE 1900
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Spraberry Interests, LLC
(Last) (First) (Middle)
300 COLORADO STREET, SUITE 1900
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Daly Waters Energy, LP
(Last) (First) (Middle)
300 COLORADO STREET, SUITE 1900
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Formentera Australia Fund I GP, LP
(Last) (First) (Middle)
300 COLORADO STREET, SUITE 1900
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Formentera Investments LLC
(Last) (First) (Middle)
300 COLORADO STREET, SUITE 1900
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares were issued to the Bryan S. Sheffield Spousal Lifetime Access Trust ("BSS SLAT") in a private placement (the "PIPE Investment") pursuant to that certain subscription agreement, dated October 24, 2025, by and between the Issuer and BSS SLAT. The consummation of the PIPE Investment was subject to certain customary conditions to closing, including the approval of the Issuer's stockholders. The closing conditions were satisfied and the PIPE Investment closed on January 16, 2026.
2. Represents 2,247,404 securities held directly by Sheffield Holdings, LP ("Sheffield Holdings"), 876,197 securities held directly by Daly Waters Energy, LP ("Daly Waters"), and 133,655 securities held directly by BSS SLAT. Spraberry Interests, LLC ("Spraberry Interests") is the general partner of Sheffield Holdings. Bryan Sheffield is the manager of Spraberry Interests. As a result, each of Mr. Sheffield and Spraberry Interests may be deemed to share beneficial ownership of the shares held directly by Sheffield Holdings. Formentera Australia Fund I GP, LP ("Formentera Australia") is the general partner of Daly Waters. Formentera Investments LLC ("Formentera Investments") is the general partner of Formentera Australia. Bryan Sheffield is the managing member of Formentera Investments.
3. (Continued from footnote 2) As a result, each of Mr. Sheffield, Formentera Australia and Formentera Investments may be deemed to share beneficial ownership of the shares held directly by Daly Waters. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary interest therein, if any.
/s/ Bryan Sheffield 01/21/2026
Sheffield Holdings, LP, By: Spraberry Interests, LLC, its general partner, By: /s/ Bryan Sheffield, President 01/21/2026
Spraberry Interests, LLC, By: /s/ Bryan Sheffield, Manager 01/21/2026
Daly Waters Energy, LP, By: Formentera Australia Fund I GP, LP, its general partner, By: Formentera Investments LLC, its general partner, By: /s/ Bryan Sheffield, Managing Member 01/21/2026
Formentera Australia Fund I GP, LP, its general partner, By: Formentera Investments LLC, its general partner, By: /s/ Bryan Sheffield, Managing Member 01/21/2026
Formentera Investments LLC, By: /s/ Bryan Sheffield, Managing Member 01/21/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tamboran Resources Corp (TBN) report on this Form 4?

The filing reports an indirect acquisition of 133,655 shares of Tamboran Resources Corp common stock in a private placement PIPE investment that closed on January 16, 2026.

Who actually received the 133,655 Tamboran (TBN) shares in the PIPE investment?

The 133,655 shares were issued to the Bryan S. Sheffield Spousal Lifetime Access Trust (BSS SLAT) under a subscription agreement between the issuer and BSS SLAT.

At what price were the new Tamboran Resources (TBN) shares acquired in the PIPE?

The 133,655 common shares were acquired at a price of $21 per share, as disclosed in the non-derivative transaction table.

How many Tamboran (TBN) shares are shown as beneficially owned after the reported transaction?

Following the reported PIPE transaction, the filing shows 3,257,256 shares of Tamboran Resources common stock as beneficially owned indirectly by the reporting group.

Which entities are associated with the reported Tamboran (TBN) insider holdings?

The filing attributes holdings to Sheffield Holdings, LP, Daly Waters Energy, LP, and BSS SLAT. General partner roles are held by Spraberry Interests, LLC for Sheffield Holdings and by Formentera Australia Fund I GP, LP and Formentera Investments LLC for Daly Waters.

Do the Tamboran (TBN) reporting persons claim full beneficial ownership of these shares?

No. The filing states that each reporting person disclaims beneficial ownership of the securities reported, except to the extent of its or his pecuniary interest in them, if any.