SCHEDULE: Bryan Sheffield Amends Tamboran Resources Stake

Bryan Sheffield and affiliated entities have updated their beneficial ownership in Tamboran Resources Corporation, reflecting a new subscription agreement and a slight decrease in percentage ownership due to increased outstanding shares.

Summary

• Bryan Sheffield and related entities (Sheffield Holdings, LP, Spraberry Interests, LLC, Daly Waters Energy, LP, Formentera Australia Fund I GP, LP, and Formentera Investments LLC) are the reporting persons in this Amendment No. 4 to the Schedule 13D.
• Bryan Sheffield beneficially owns 3,257,256 shares of Tamboran Resources Corporation common stock, representing 15.9% of the class.
• Sheffield Holdings, LP beneficially owns 2,247,404 shares, representing 11.0% of the class.
• Spraberry Interests, LLC beneficially owns 2,247,404 shares, representing 11.0% of the class.
• Daly Waters Energy, LP beneficially owns 876,197 shares, representing 4.2% of the class.
• Formentera Australia Fund I GP, LP beneficially owns 876,197 shares, representing 4.2% of the class.
• Formentera Investments LLC beneficially owns 876,197 shares, representing 4.2% of the class.
• The percentage ownerships are based on 20,493,869 shares of Common Stock issued and outstanding as of November 1, 2025.
• The decrease in certain Reporting Persons' beneficial ownership percentage is solely attributed to an increase in the Issuer's outstanding shares of Common Stock.
• The Bryan S. Sheffield Spousal Lifetime Access Trust (BSS SLAT) entered into a subscription agreement on October 24, 2025, to purchase 133,655 shares of Common Stock at a price of $21 per share.
• The closing of this subscription is subject to stockholder approval but is expected to occur within 60 days of the filing date.

Sentiment

Score: 7

Explanation: The filing indicates continued investment by a significant insider (Bryan Sheffield) through a new subscription agreement, which is a positive signal. However, there's a slight dilution in percentage ownership for some entities due to an increase in outstanding shares, though this is explained as an expected event.

Positives

• Bryan Sheffield, through BSS SLAT, is increasing his direct investment in Tamboran Resources by purchasing 133,655 shares at $21 per share, indicating continued confidence in the company.
• The subscription is expected to close within 60 days, pending stockholder approval, suggesting a clear path forward for this additional investment.

Negatives

• The percentage beneficial ownership for certain reporting persons decreased by more than 1% due to an increase in the total outstanding shares of Common Stock, which could imply dilution for existing shareholders if not offset by growth.

Risks

• The closing of the BSS SLAT Subscription Agreement, involving the purchase of 133,655 shares, is subject to stockholder approval, meaning the transaction is not yet finalized.

Future Outlook

The closing of the BSS SLAT Subscription, involving the purchase of 133,655 shares, is expected to occur within 60 days, contingent upon stockholder approval.

Industry Context

This filing primarily concerns changes in beneficial ownership by a significant individual investor and related entities in Tamboran Resources Corporation, an energy company. It does not provide broader industry context or trends, but the names of some entities (e.g., Daly Waters Energy, Spraberry Interests) suggest involvement in the oil and gas sector.

Related Party Transactions

• The subscription agreement between BSS SLAT (associated with Bryan Sheffield, a reporting person) and Tamboran Resources Corporation for the purchase of 133,655 shares at $21 per share constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Existing shareholders will experience a slight dilution in their percentage ownership due to the increase in outstanding shares, though the new investment by a significant insider could be viewed positively as a vote of confidence.

Next Steps

• Stockholder approval is required for the closing of the BSS SLAT Subscription Agreement.
• The closing of the BSS SLAT Subscription is expected within 60 days.

Key Dates

Recommendation

The filing primarily details changes in beneficial ownership and a new insider investment. While the insider buying is a positive signal, the slight dilution from increased outstanding shares and the nature of a 13D filing (reporting ownership, not operational results) suggest a 'Hold' recommendation. It doesn't present new fundamental information that would warrant a strong buy or sell, but rather confirms ongoing insider activity and ownership structure.

Keywords

Tamboran Resources, Bryan Sheffield, Schedule 13D, beneficial ownership, common stock, equity investment, shareholder, SEC filing, energy, oil and gas, Australia