[Form 4] Tamboran Resources Corporation Insider Trading Activity

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
07/22/2025

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	07/22/2025		P(1)		563,697(1)	A	$17.74	3,123,601	I	See footnote(2)

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 Daly Waters Energy, LP ("Daly Waters") in satisfaction of The shares were purchased by Daly Waters Energy, LP ("Daly Waters") in a private placement (the "PIPE Investment") pursuant to that certain subscription agreement, dated May 12, 2025, by and between the Issuer and Daly Waters. 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 July 22, 2025.

2. Represents 2,247,404 securities held directly by Sheffield Holdings, LP ("Sheffield Holdings") and 876,197 securities held directly by Daly Waters. Spraberry Interests, LLC is the general partner of Sheffield Holdings. Bryan Sheffield is the manager of Spraberry Interests, LLC. As a result, each of Mr. Sheffield and Spraberry Interests, LLC may be deemed to share beneficial ownership of the shares held directly by Sheffield Holdings. Formentera Australia Fund I GP, LP is the general partner of Daly Waters. Formentera Investments LLC is the general partner of Formentera Australia Fund I GP, LP. Bryan Sheffield is the managing member of Formentera Investments. 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	07/23/2025
	Sheffield Holdings, LP, By: Spraberry Interests, LLC, its general partner, By: /s/ Bryan Sheffield, President	07/23/2025
	Spraberry Interests, LLC, By: /s/ Bryan Sheffield, Manager	07/23/2025
	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	07/23/2025
	Formentera Australia Fund I GP, LP, its general partner, By: Formentera Investments LLC, its general partner, By: /s/ Bryan Sheffield, Managing Member	07/23/2025
	Formentera Investments LLC, By: /s/ Bryan Sheffield, Managing Member	07/23/2025
	** 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).
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