[Form 4] Tamboran Resources Corporation Insider Trading Activity

Rhea-AI Filing Summary

Tamboran Resources Corporation (TBN) – Schedule 13D/A (Amendment No. 2)

Bryan Sheffield and a group of affiliated investment vehicles (Sheffield Holdings, Spraberry Interests, Daly Waters Energy, Formentera Australia Fund I GP and Formentera Investments) updated their beneficial ownership following the 22 Jul 2025 closing of a private placement with Daly Waters.

• Total beneficial ownership: 3,123,601 common shares, equal to 18.7 % of the 16,717,289 shares outstanding as of 23 Jun 2025.
• Key holders: Sheffield Holdings—2,247,404 shares (13.4 %); Daly Waters Energy—876,197 shares (5.2 %). Voting and dispositive power over these shares is shared among the reporting persons.
• Recent transaction: Issuer sold 563,697 new shares to Daly Waters at $17.74 per share in the “Daly Waters Private Placement,” increasing the group’s stake.

No other transactions were reported in the past 60 days and no new contractual arrangements, beyond those disclosed, were noted. Purpose of the holdings remains passive/strategic; no specific corporate actions were announced.

Positive

• Insider capital commitment: Daly Waters purchased 563,697 new shares at $17.74, signalling insider confidence and providing fresh equity funding.
• High insider alignment: Sheffield-led group now controls 18.7 % of outstanding shares, potentially aligning management and shareholder interests.

Negative

• Ownership concentration: Nearly 19 % control may raise governance and minority-shareholder influence concerns.
• Share dilution: Issuance of 563,697 new shares marginally dilutes existing holders (~3–4 %).

Insights

Securities Analyst

TL;DR – Sheffield group ups stake to 18.7 % via $10 m private placement; insider alignment rises, modest dilution for existing holders.

The 563,697-share placement at $17.74 injects roughly $10 m of new equity (assuming no discount) and lifts Bryan Sheffield’s affiliated ownership to nearly one-fifth of TBN’s float. High insider skin-in-the-game can support market confidence, particularly given Tamboran’s capital-intensive Australian shale projects. Dilution is limited (~3–4 % of shares) and proceeds strengthen the balance sheet. No activism language appears, suggesting a supportive rather than hostile stance. Overall, modestly positive for valuation and governance.

Corporate Governance Expert

TL;DR – Concentrated 19 % stake enhances influence; board independence and minority protections warrant monitoring.

Cross-controlled LPs/LLCs grant Sheffield aggregated voting and dispositive power, positioning him as the largest single shareholder. While capital infusion benefits liquidity, heightened influence could sway strategic decisions or related-party dealings. Investors should track any subsequent board nominations or proposals. Absent such moves, impact is currently neutral-to-slightly positive.

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).

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).
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.

FAQ

How many Tamboran (TBN) shares does Bryan Sheffield now control?

The Sheffield group beneficially owns 3,123,601 shares, representing 18.7 % of TBN’s outstanding common stock.

What was the price of the Daly Waters private placement?

Tamboran issued 563,697 shares to Daly Waters at $17.74 per share on 22 Jul 2025.

Will the transaction dilute existing TBN shareholders?

Yes, the new shares increase total outstanding stock by roughly 3–4 %, causing modest dilution.

Is the Sheffield group seeking control of Tamboran?

The filing states no overt control intentions; the purpose remains investment-oriented, with no proposed corporate actions disclosed.

Which entities hold the largest portions of the Sheffield stake?

Sheffield Holdings, LP holds 2,247,404 shares (13.4 %), while Daly Waters Energy, LP holds 876,197 shares (5.2 %).