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Tamboran Resources (TBN) announced its 2025 Annual Meeting to be held virtually on December 4, 2025, at 4:00 p.m. Central time. Stockholders of record as of October 6, 2025, may vote online, by phone, or by mail; CDI holders may direct the Depositary Nominee via a CDI Voting Instruction Form.
The ballot includes six proposals: elect three Class II directors (Ryan Dalton, Andrew Robb, Scott Sheffield); ratify Ernst & Young as independent auditor for the fiscal year ending June 30, 2026; and four items under ASX Listing Rule 10.14 to issue equity under the 2024 plan—27,251 shares (which may be CDIs or RSUs) to Interim CEO Richard Stoneburner in lieu of fees, and for each of Scott Sheffield, Phillip Pace, and Jeffrey Bellman, issuances of common stock (which may be CDIs) up to US$200,000 per fiscal year for two years in lieu of director fees at their election.
There were 17,820,758 shares outstanding as of October 6, 2025. Proxies via Internet/phone are due by 11:59 p.m. Eastern on December 3, 2025; mailed proxies should arrive by close of business the prior day. CDI voting instructions must be received by Boardroom by 4:00 p.m. Central on December 2, 2025.
Tamboran Resources Corporation announced two equity transactions. The company closed an underwritten offering of 2,324,445 shares of common stock, and the underwriters fully exercised their 30‑day option for an additional 348,666 shares. The offering closed on October 24, 2025, generating approximately $52.5 million in net proceeds to fund Tamboran’s development plan, working capital, and other general corporate purposes.
Separately, Tamboran entered into subscription agreements to sell up to $29 million of common stock at $21.00 per share to certain investors, including its largest shareholder and directors, subject to shareholder approval and customary closing conditions. Tamboran agreed to use commercially reasonable efforts to file a resale registration within 30 days of that closing and to seek effectiveness as soon as practicable, no later than the 60th day (or 90th day if reviewed), maintaining effectiveness until specified conditions or up to three years.
Tamboran Resources Corporation launched a primary offering of 2,324,445 shares of common stock at $21.00 per share, for $48,813,345 in gross proceeds and $46,128,611 in proceeds to the company before expenses. The underwriters have a 30‑day option to purchase up to 348,666 additional shares.
The company expects approximately $45.6 million in net proceeds and plans to use the funds to fund its development plan, working capital, and other general corporate purposes. Baker Hughes Energy Services LLC indicated interest in up to $10,000,000 of shares at the offering price, which is non‑binding. Concurrently, Tamboran is conducting a CDI Retail Offer of up to $30,000,000 of CDIs, anticipated to close on or about November 19, 2025.
Tamboran also outlined a planned Subsequent Private Placement of approximately 10% of the combined shares sold, at the offering price, subject to shareholder approval and contingent on this offering’s closing. Separately, the pending Falcon Oil & Gas transaction contemplates 6,537,503 shares as stock consideration plus $23,663,080 in cash, expected in Q1 2026 subject to multiple approvals.
Tamboran Resources Corporation launched a primary offering of 2,324,445 shares of common stock on the NYSE under “TBN.” The Company also granted underwriters a 30‑day option to purchase up to 348,666 additional shares.
Baker Hughes Energy Services LLC indicated interest in purchasing up to $10,000,000 of shares at the public offering price. Concurrently, Tamboran is conducting a Regulation S CDI Retail Offer targeting $30,000,000 of CDIs (each CDI represents 1/200 of a share), anticipated to close on or about November 19, 2025. Net proceeds are intended to fund the Company’s development plan, working capital, and other general corporate purposes.
Due to ASX requirements, the largest shareholder and a director plan a Subsequent Private Placement, subject to shareholder approval, for an amount of shares equal to approximately 10% of (i) shares sold to the public plus (ii) shares sold to the Subsequent Purchasers, at the public offering price; this placement is contingent upon the offering but the offering is not contingent on it. Shares outstanding were 17,820,758 as of October 19, 2025.
Tamboran Resources (TBN) filed Amendment No. 2 to disclose compensation terms for Interim CEO Dick Stoneburner. Effective July 27, 2025, he will serve for a six-month term (or until a permanent CEO is hired) and continue as Chairman.
As sole compensation, the company will grant 27,251 shares of common stock, fully vested on the grant date. The award is calculated by dividing $500,000 by the 5‑day volume‑weighted average price for the period ending July 28, 2025, and is subject to shareholder approval.
Tamboran Resources Corporation filed an amended current report to update investors on board committee assignments for two recently appointed directors. The Board had previously appointed Scott D. Sheffield and Philip Z. Pace as directors on July 27, 2025, but had not yet set their committee roles. On September 2, 2025, the Board, following a recommendation from its Nominations & Governance Committee, appointed Mr. Sheffield to the Sustainability Committee. Mr. Pace was appointed to both the Compensation Committee and the Sustainability Committee. The amendment states that no other changes were made to the prior report.