[SCHEDULE 13D/A] Tamboran Resources Corporation SEC Filing

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

07/22/2025

(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 0.00
8	Shared Voting Power 3,123,601.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,123,601.00

11

Aggregate amount beneficially owned by each reporting person

3,123,601.00

12

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

13

Percent of class represented by amount in Row (11)

18.7 %

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)

13.4 %

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)

13.4 %

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)

5.2 %

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)

5.2 %

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)

5.2 %

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. 2 ("Amendment No. 2") amends and supplements the original Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on July 8, 2024, as amended by Amendment No. 1 filed on May 14, 2025 (as amended, the "Schedule 13D"), 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 but not defined herein shall have the meaning set forth in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Item 6 of this Amendment No. 2 is incorporated by reference into this Item 3 as if restated in full.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Item 6 of this Amendment No. 2 is incorporated by reference into this Item 4 as if restated in full.
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. 2 are incorporated by reference into this Item 5(a). References herein to percentage ownerships of Common Stock are based on 16,717,289 shares of Common Stock of the Issuer issued and outstanding as of June 23, 2025, as set forth in the Issuer's Registration Statement on Form S-3, filed with the Commission on June 27, 2025. 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. 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. 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. 2 are incorporated by reference into this Item 5(b).
(c)	Except as described in Item 6 of this Amendment No. 2, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: On July 22, 2025, the previously announced Daly Waters Private Placement closed, and the Issuer issued and sold to Daly Waters an aggregate of 563,697 shares of Common Stock at a price of $17.74 per share.

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:	07/23/2025

Sheffield Holdings, LP

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Manager
Date:	07/23/2025

Spraberry Interests, LLC

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Manager
Date:	07/23/2025

Daly Waters Energy, LP

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Managing Member
Date:	07/23/2025

Formentera Australia Fund I GP, LP

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Managing Member
Date:	07/23/2025

Formentera Investments LLC

Signature:	/s/ Bryan Sheffield
Name/Title:	Bryan Sheffield / Managing Member
Date:	07/23/2025

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

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 %).