Tamboran holder updates 14.4% stake disclosure

Tamboran Resources Corporation major shareholder Bryan Sheffield and affiliated entities filed Amendment No. 5 to update their beneficial ownership of common stock.

Rhea-AI Filing Summary

Tamboran Resources Corporation major shareholder Bryan Sheffield and affiliated entities filed Amendment No. 5 to update their beneficial ownership of common stock. They report aggregate beneficial ownership of 3,257,256 shares, or 14.4% of Tamboran’s common stock, based on 22,639,513 shares outstanding as of February 1, 2026.

The amendment notes the reported greater than 1% decrease in certain reporting persons’ ownership was due solely to Tamboran’s increased shares outstanding, not to significant share sales. The group structure is detailed, with Sheffield Holdings and Daly Waters as record holders and several Delaware entities and Bryan Sheffield deemed to share beneficial ownership through control relationships and a family trust.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Tamboran Resources (TBN) Amendment No. 5 report?

Amendment No. 5 reports updated beneficial ownership of Tamboran Resources common stock by Bryan Sheffield and affiliated entities. It restates ownership percentages and explains that a more than 1% decrease in certain holdings resulted solely from an increase in shares outstanding, not substantial share disposals.

How many Tamboran (TBN) shares does Bryan Sheffield beneficially own?

Bryan Sheffield is deemed to beneficially own 3,257,256 shares of Tamboran common stock, including shares held through Sheffield Holdings, Daly Waters, and the BSS SLAT trust. This total reflects both direct and shared voting and dispositive power across the related ownership entities.

What percentage of Tamboran (TBN) is held by the reporting group?

The reporting persons collectively report beneficial ownership of 14.4% of Tamboran’s common stock. This percentage is calculated using 22,639,513 shares outstanding as of February 1, 2026, as disclosed in Tamboran’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025.

Why did the reported ownership percentage in Tamboran (TBN) decrease?

The amendment states the greater than 1% decrease in certain reporting persons’ beneficial ownership was due solely to Tamboran’s increase in outstanding common shares. It indicates the change reflects dilution from new shares issued, rather than significant selling activity by the reporting holders.

How many Tamboran (TBN) shares were outstanding for these calculations?

Ownership percentages are based on 22,639,513 shares of Tamboran common stock issued and outstanding as of February 1, 2026. This outstanding share count comes from Tamboran’s Form 10-Q for the quarter ended December 31, 2025, filed with the U.S. Securities and Exchange Commission.

Which entities are involved in Bryan Sheffield’s Tamboran (TBN) holdings?

The group includes Bryan Sheffield, Sheffield Holdings, Spraberry Interests, Daly Waters Energy, Formentera Australia Fund I GP, and Formentera Investments. Sheffield controls these entities through general partner and managing member roles, leading to shared beneficial ownership of shares recorded in Sheffield Holdings and Daly Waters.

Did the reporting holders trade Tamboran (TBN) stock in the last 60 days?

The amendment states that, except as disclosed in Amendment No. 5, the reporting persons have effected no transactions in Tamboran common stock within the prior 60 days. This emphasizes that recent changes in reported percentages primarily reflect changes in shares outstanding.

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

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Accepted by SEC EDGAR 02/13/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Tamboran Resources Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

87507T101

(CUSIP Number)

Bryan Sheffield
300 Colorado Street, Suite 1900
Austin, TX, 78701
737-304-7803

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 87507T101

1

Name of reporting person

Bryan Sheffield

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 133,655.00
8	Shared Voting Power 3,123,601.00
9	Sole Dispositive Power 133,655.00
10	Shared Dispositive Power 3,123,601.00

11

Aggregate amount beneficially owned by each reporting person

3,257,256.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 87507T101

1

Name of reporting person

Sheffield Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,247,404.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,247,404.00

11

Aggregate amount beneficially owned by each reporting person

2,247,404.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 87507T101

1

Name of reporting person

Spraberry Interests, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,247,404.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,247,404.00

11

Aggregate amount beneficially owned by each reporting person

2,247,404.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 87507T101

1

Name of reporting person

Daly Waters Energy, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 876,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 876,197.00

11

Aggregate amount beneficially owned by each reporting person

876,197.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 87507T101

1

Name of reporting person

Formentera Australia Fund I GP, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 876,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 876,197.00

11

Aggregate amount beneficially owned by each reporting person

876,197.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 87507T101

1

Name of reporting person

Formentera Investments LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 876,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 876,197.00

11

Aggregate amount beneficially owned by each reporting person

876,197.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Tamboran Resources Corporation
(c)	Address of Issuer's Principal Executive Offices: Suite 01, Level 39, Tower One, I.T.S., 100 Barangaroo Avenue, New South Wales, AUSTRALIA , 2000.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") amends and supplements the statement on Schedule 13D filed by the undersigned on July 8, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 14, 2025 ("Amendment No. 1"), Amendment No. 2 filed on July 23, 2025 ("Amendment No. 2"), Amendment No. 3 filed on July 29, 2025 ("Amendment No. 3"), and Amendment No. 4 filed on November 17, 2025 ("Amendment No. 4", together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, and Amendment No. 3, the "Schedule 13D") as specifically set forth herein. Amendment No. 5 is filed by (i) Bryan Sheffield, (ii) Sheffield Holdings, LP, a Texas limited partnership ("Sheffield Holdings"), (iii) Spraberry Interests, LLC, a Delaware limited liability company ("Spraberry"), (iv) Daly Waters Energy, LP, a Delaware limited partnership ("Daly Waters"), (v) Formentera Australia Fund I GP, LP, a Delaware limited partnership ("Formentera Australia"), and (vi) Formentera Investments LLC, a Delaware limited liability company ("Formentera Investments"), (each, a "Reporting Person" and, collectively, the "Reporting Persons"), relating to the shares of the common stock, par value $0.001 per share (the "Common Stock"), of Tamboran Resources Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in Item 11 and Item 13 on each of the cover pages of this Amendment No. 5 are incorporated by reference into this Item 5(a). Sheffield Holdings is the record holder of 2,247,404 shares of Common Stock. Spraberry is the general partner of Sheffield Holdings. Bryan Sheffield is the manager of Spraberry. As a result, each of Mr. Sheffield and Spraberry may be deemed to share beneficial ownership of the shares held directly by Sheffield Holdings. In addition to the shares held by Sheffield Holdings, Mr. Sheffield, as investment trustee, may be deemed to beneficially own shares held by the Bryan S. Sheffield Spousal Lifetime Access Trust ("BSS SLAT"). In this regard, after giving effect to closing of the Subscription on January 16, 2026, BSS SLAT is the record holder of 133,655 shares of Common Stock, which shares were previously included in Mr. Sheffield's beneficial ownership in Amendment No. 4. Daly Waters is the record holder of 876,197 shares of Common Stock. Formentera Australia is the general partner of Daly Waters. Formentera Investments is the general partner of Formentera Australia. Bryan Sheffield is the managing member of Formentera Investments. As a result, each of Mr. Bryan Sheffield, Formentera Australia and Formentera Investments may be deemed to share beneficial ownership of the shares held directly by Daly Waters.
(b)	The information set forth in Items 7-10 on each of the cover pages of this Amendment No. 5 are incorporated by reference into this Item 5(b). References herein to percentage ownerships of Common Stock are based on 22,639,513 shares of Common Stock of the Issuer issued and outstanding as of February 1, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, which was filed with the Commission on February 11, 2026. In this regard, this Amendment No. 5 is being filed to report a greater than 1% decrease in certain of the Reporting Persons' beneficial ownership that was due solely to the increase in outstanding shares of Common Stock as disclosed by the Issuer.
(c)	Except as otherwise disclosed in this Amendment No. 5, the Reporting Persons have effected no transactions in Common Stock within the prior 60 days.
(d)	None
(e)	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bryan Sheffield

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield
Date:	02/13/2026

Sheffield Holdings, LP

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Manager
Date:	02/13/2026

Spraberry Interests, LLC

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Manager
Date:	02/13/2026

Daly Waters Energy, LP

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Managing Member
Date:	02/13/2026

Formentera Australia Fund I GP, LP

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Managing Member
Date:	02/13/2026

Formentera Investments LLC

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Managing Member
Date:	02/13/2026

Comments accompanying signature:

Sheffield Holdings, LP By: Spraberry Interests, LLC, its general partner Daly Waters Energy, LP By: Formentera Australia Fund I GP, LP, its general partner By: Formentera Investments LLC, its general partner Formentera Australia Fund I GP, LP By: Formentera Investments LLC, its general partner