SCHEDULE: Tamboran Resources Strengthens Governance with New Board Appointments and Shareholder Cooperation Pact

Tamboran Resources Corporation has appointed Scott D. Sheffield and Phillip Z. Pace to its Board of Directors, formalizing a cooperation agreement with major shareholder Bryan Sheffield and his affiliated entities.

Summary

• Tamboran Resources Corporation entered into a Cooperation Agreement with Bryan Sheffield and affiliated entities (Sheffield Holdings, LP, Spraberry Interests, LLC, Daly Waters Energy, LP, Formentera Australia Fund I GP, LP, and Formentera Investments LLC) on July 27, 2025.
• Under the agreement, Scott D. Sheffield was appointed as a Class II director, effective immediately, with his term expiring at the 2025 annual meeting of stockholders.
• Phillip Z. Pace was appointed as a Class III director, effective immediately, with his term expiring at the 2026 annual meeting of stockholders.
• The Issuer agreed to nominate and recommend Scott D. Sheffield for election to the Board at the 2025 Annual Meeting.
• The Reporting Persons agreed to customary standstill restrictions from July 27, 2025, until the earlier of the Issuer's 2028 annual meeting or December 31, 2028.
• During the standstill period, the Reporting Persons will vote their beneficially owned shares (totaling 3,123,601 shares or 17.6% of the class for Bryan Sheffield) in favor of Board-nominated directors and against unapproved stockholder nominations or proposals to remove Board members, generally aligning with Board recommendations, except for Extraordinary Transactions where they retain sole discretion.
• The standstill period can terminate earlier if the Issuer fails to renominate Mr. Pace for the 2026 Annual Meeting or Scott D. Sheffield for the 2028 Annual Meeting, provided they are available and willing.

Sentiment

Score: 7

Explanation: The filing indicates a positive development in corporate governance, formalizing a cooperation agreement with a significant shareholder group and appointing new directors. This typically leads to increased stability and reduced risk of shareholder activism, which is generally viewed favorably by the market. The standstill agreement provides a clear framework for shareholder relations for several years.

Positives

• Formalizes a cooperation agreement between the company and a significant shareholder group, potentially leading to more stable governance.
• Appointment of two new directors, Scott D. Sheffield and Phillip Z. Pace, potentially bringing new expertise and perspectives to the Board.
• The standstill agreement provides a period of stability (until at least 2028) where the major shareholder group commits to supporting the Board's nominees and recommendations, reducing potential for activist challenges.

Negatives

• The standstill agreement limits the flexibility of the Reporting Persons in certain voting matters, though they retain discretion on Extraordinary Transactions.

Future Outlook

The Cooperation Agreement establishes a framework for shareholder relations and board composition until at least the 2028 annual meeting or December 31, 2028, ensuring stability in governance and voting alignment from a significant shareholder group. The Issuer commits to nominating the newly appointed directors for re-election in future annual meetings, subject to their availability and willingness.

Industry Context

This filing reflects a common practice in corporate governance where significant shareholders and company management formalize their relationship through cooperation and standstill agreements. Such agreements aim to prevent proxy contests and provide stability, which is particularly relevant in the energy sector where capital-intensive projects and long-term strategies benefit from consistent leadership and shareholder support.

Management Changes

Corporate Governance

Related Party Transactions

• The Cooperation Agreement itself is a related party transaction between the Issuer and the Reporting Persons, who are significant shareholders and now have representatives on the Board.

Stakeholder Impact

• Shareholders: Increased governance stability and potential for improved strategic alignment between management and a major shareholder. The standstill agreement reduces the risk of proxy fights.
• Management: Gains a period of stability and predictable voting support from a significant shareholder group, allowing for more focused execution of strategic plans.
• Board of Directors: Strengthened by the addition of two new directors, potentially bringing new perspectives and expertise.

Next Steps

• Issuer's 2025 annual meeting of stockholders, where Scott D. Sheffield is to be nominated for election to the Board.
• Issuer's 2026 annual meeting of stockholders, where Phillip Z. Pace is to be nominated for re-election to the Board.
• Issuer's 2028 annual meeting of stockholders, marking a potential end point for the standstill restrictions.

Key Dates

Recommendation

The filing indicates a positive step in corporate governance by formalizing a cooperation agreement with a significant shareholder and appointing new directors. This reduces uncertainty and potential for shareholder activism, which is generally favorable. However, it does not contain information about financial performance, operational updates, or strategic shifts that would warrant a "buy" or "sell" recommendation. The news is primarily about governance stability, suggesting a "hold" as it removes a potential overhang but doesn't fundamentally change the company's business prospects or valuation in a way that demands immediate action.

Keywords

Tamboran Resources, SEC Filing, Schedule 13D, Cooperation Agreement, Board of Directors, Corporate Governance, Shareholder Agreement, Bryan Sheffield, Scott D. Sheffield, Phillip Z. Pace, Standstill Agreement, Beneficial Ownership, Energy Sector, Oil and Gas