Tamboran Resources Corp (TBN) adds 339,500 shares in Falcon exchange

Rhea-AI Filing Summary

Tamboran Resources Corp reported that entities associated with Bryan S. Sheffield acquired 339,500 shares of common stock on May 28, 2026. The shares were issued to Sheffield Holdings, LP in exchange for Falcon Oil & Gas Ltd. common shares at a 0.00687-for-1 share ratio under an arrangement agreement; no cash was paid. Following the exchange, the reporting group’s indirect holdings totaled 3,646,756 Tamboran securities held through Sheffield Holdings, Daly Waters Energy, LP and a spousal trust, with beneficial ownership disclaimed beyond each party’s pecuniary interest.

Insider Trade Summary

Net Buyer: 339,500 shares

Net Buy 1 txn

Insider Sheffield Bryan, Sheffield Holdings, LP, Spraberry Interests, LLC, Daly Waters Energy, LP, Formentera Australia Fund I GP, LP, Formentera Investments LLC

Role Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3	339,500	--	--

Holdings After Transaction: Common Stock — 3,646,756 shares (Indirect, See footnote)

Footnotes (3)

1. F1. The shares were issued to Sheffield Holdings, LP ("Sheffield Holdings") in exchange for common shares of Falcon Oil & Gas Ltd. ("Falcon") held by Sheffield Holdings, at an exchange ratio of 0.00687 shares of Tamboran Resources Corporation ("Tamboran") common stock for each Falcon common share, pursuant to an Arrangement Agreement, dated as of September 30, 2025, by and among Tamboran, Tamboran (Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation and Falcon, as amended by that certain Amending Agreement dated as of March 31, 2026, (collectively, the "Arrangement Agreement"). The Arrangement Agreement was subject to certain customary closing conditions. The closing conditions were satisfied and the Arrangement Agreement closed on May 28, 2026. No cash purchase price was paid by Sheffield Holdings for the shares of Tamboran common stock received in the exchange.
2. F2. Represents 2,586,904 securities held directly by Sheffield Holdings, 876,197 securities held directly by Daly Waters Energy, LP ("Daly Waters"), and 183,655 securities held directly by Bryan S. Sheffield Spousal Lifetime Access Trust. 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. F3. (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.

Key Figures

Shares acquired: 339,500 shares Indirect holdings after transaction: 3,646,756 securities Exchange ratio: 0.00687 shares +4 more

7 metrics

Shares acquired 339,500 shares Tamboran common stock issued to Sheffield Holdings, LP on May 28, 2026

Indirect holdings after transaction 3,646,756 securities Aggregate Tamboran securities indirectly held by reporting group after May 28, 2026

Exchange ratio 0.00687 shares Tamboran common stock per Falcon Oil & Gas Ltd. common share in exchange

Sheffield Holdings position 2,586,904 securities Tamboran securities held directly by Sheffield Holdings, LP after transaction

Daly Waters Energy position 876,197 securities Tamboran securities held directly by Daly Waters Energy, LP after transaction

Spousal trust position 183,655 securities Tamboran securities held by Bryan S. Sheffield Spousal Lifetime Access Trust

Arrangement closing date May 28, 2026 Date on which arrangement conditions were satisfied and shares issued

Key Terms

Arrangement Agreement, exchange ratio, Spousal Lifetime Access Trust, pecuniary interest

4 terms

Arrangement Agreement regulatory

"pursuant to an Arrangement Agreement, dated as of September 30, 2025"

An arrangement agreement is a legally binding plan that sets out the detailed terms and steps for a major corporate action—such as a merger, takeover, restructuring, or sale—and the approvals needed from shareholders, creditors and sometimes a court. It matters to investors because it determines who will own the company, how much they will receive, the timing and conditions for the deal to close, and the likelihood the transaction will actually happen; think of it as the project blueprint and checklist for a big corporate change.

exchange ratio financial

"at an exchange ratio of 0.00687 shares of Tamboran Resources Corporation"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Spousal Lifetime Access Trust financial

"183,655 securities held directly by Bryan S. Sheffield Spousal Lifetime Access Trust"

pecuniary interest financial

"except to the extent of its or his pecuniary interest therein"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/29/2026 - 06:20 PM Accepted by SEC EDGAR 07/29/2026 - 06:19 PM Learn about SEC filing dates

FAQ

What did the Form 4 for Tamboran Resources (TBN) report about new shares?

Entities linked to Bryan S. Sheffield acquired 339,500 Tamboran common shares on May 28, 2026. The shares were issued to Sheffield Holdings, LP as consideration in a share exchange for Falcon Oil & Gas Ltd. stock under an arrangement agreement, with no cash paid.

How many Tamboran (TBN) shares do the reporting persons hold after this transaction?

After the exchange, the reporting group indirectly holds 3,646,756 Tamboran securities. This total reflects holdings across Sheffield Holdings, LP, Daly Waters Energy, LP and a Bryan S. Sheffield Spousal Lifetime Access Trust, as detailed in the ownership footnotes to the Form 4.

What was the exchange ratio in Tamboran’s (TBN) share deal with Falcon Oil & Gas?

Sheffield Holdings received Tamboran shares at an exchange ratio of 0.00687 Tamboran common share for each Falcon Oil & Gas Ltd. common share. This ratio was set in an arrangement agreement governing the all-share transaction between Tamboran and Falcon.

Did Bryan Sheffield or related entities pay cash for the Tamboran (TBN) shares?

No cash was paid for the 339,500 Tamboran shares received. According to the disclosure, the shares were issued to Sheffield Holdings, LP solely in exchange for Falcon common shares, making the transaction an all-stock consideration rather than a cash purchase.

When did the Tamboran (TBN) arrangement with Falcon close, triggering this Form 4 event?

The arrangement closed on May 28, 2026, when all customary closing conditions were satisfied. On that date, Tamboran issued 339,500 common shares to Sheffield Holdings, LP in exchange for Falcon Oil & Gas Ltd. stock, leading to the reported change in indirect holdings.

How is beneficial ownership described for the Tamboran (TBN) shares in this filing?

The filing states that each reporting person disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest. Indirect holdings are spread across partnerships, an LLC manager and a spousal trust, reflecting shared control structures.

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 TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tamboran Resources Corp [ TBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/28/2026		A(1)		339,500(1)	A	(1)	3,646,756	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 TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	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 TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

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 TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

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 TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

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 TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

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 TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

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 Sheffield Holdings, LP ("Sheffield Holdings") in exchange for common shares of Falcon Oil & Gas Ltd. ("Falcon") held by Sheffield Holdings, at an exchange ratio of 0.00687 shares of Tamboran Resources Corporation ("Tamboran") common stock for each Falcon common share, pursuant to an Arrangement Agreement, dated as of September 30, 2025, by and among Tamboran, Tamboran (Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation and Falcon, as amended by that certain Amending Agreement dated as of March 31, 2026, (collectively, the "Arrangement Agreement"). The Arrangement Agreement was subject to certain customary closing conditions. The closing conditions were satisfied and the Arrangement Agreement closed on May 28, 2026. No cash purchase price was paid by Sheffield Holdings for the shares of Tamboran common stock received in the exchange.

2. Represents 2,586,904 securities held directly by Sheffield Holdings, 876,197 securities held directly by Daly Waters Energy, LP ("Daly Waters"), and 183,655 securities held directly by Bryan S. Sheffield Spousal Lifetime Access Trust. 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	07/29/2026
	Sheffield Holdings, LP, By: Spraberry Interests, LLC, its general partner, By: /s/ Bryan Sheffield, President	07/29/2026
	Spraberry Interests, LLC, By: /s/ Bryan Sheffield, Manager	07/29/2026
	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	07/29/2026
	Formentera Australia Fund I GP, LP, its general partner, By: Formentera Investments LLC, its general partner, By: /s/ Bryan Sheffield, Managing Member	07/29/2026
	Formentera Investments LLC, By: /s/ Bryan Sheffield, Managing Member	07/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)