Home/Filings/4/0001193125-26-018025
4//SEC Filing

Sheffield Bryan 4

Accession 0001193125-26-018025

CIK 0001997652other

Filed

Jan 20, 7:00 PM ET

Accepted

Jan 21, 4:30 PM ET

Size

14.9 KB

Accession

0001193125-26-018025

Research Summary

AI-generated summary of this filing

Updated

Tamboran (TBN) Bryan Sheffield & Affiliates Receive 133,655 Shares

What Happened
Bryan S. Sheffield (through his spousal trust) and related 10%‑owner entities were reported as acquiring 133,655 shares of Tamboran Resources (TBN) in a private placement (PIPE) on January 16, 2026. The shares were issued at $21.00 per share, a total value of approximately $2,806,755 for the 133,655‑share allotment. Footnotes indicate the shares were issued to the Bryan S. Sheffield Spousal Lifetime Access Trust (BSS SLAT) pursuant to a subscription agreement dated October 24, 2025; closing conditions were satisfied and the PIPE closed on Jan 16, 2026.

Key Details

  • Transaction date: 2026-01-16; Price: $21.00; Transaction code: A (award/grant/private placement).
  • Amount issued to BSS SLAT: 133,655 shares — value ≈ $2,806,755.
  • Reported holdings after transaction (per footnotes): Sheffield Holdings, LP — 2,247,404 shares; Daly Waters Energy, LP — 876,197 shares; BSS SLAT — 133,655 shares.
  • Reporting persons are 10% owners or affiliates (Sheffield is manager/controlling person of several entities); footnotes state some entities may be deemed to share beneficial ownership.
  • Form 4 filed 2026-01-21 for a 2026-01-16 transaction — appears to have been filed one business day late under Section 16 timing rules.

Context

  • This was a private PIPE issuance to the insider’s trust (not an open‑market purchase or sale). Such issuances can reflect capital raising arrangements rather than routine trading by an executive.
  • The filing lists multiple affiliated 10% owners as reporting persons because of shared managerial/partnership relationships; each disclaims beneficial ownership except to the extent of pecuniary interest.
  • No options were exercised and no immediate sales were reported in this filing.

Insider Transaction Report

Form 4
Period: 2026-01-16
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-01-16$21.00/sh+133,655$2,806,7553,257,256 total(indirect: See footnote)
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-01-16$21.00/sh+133,655$2,806,7553,257,256 total(indirect: See footnote)
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-01-16$21.00/sh+133,655$2,806,7553,257,256 total(indirect: See footnote)
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-01-16$21.00/sh+133,655$2,806,7553,257,256 total(indirect: See footnote)
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-01-16$21.00/sh+133,655$2,806,7553,257,256 total(indirect: See footnote)
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-01-16$21.00/sh+133,655$2,806,7553,257,256 total(indirect: See footnote)
Footnotes (3)
  • [F1]The shares were issued to the Bryan S. Sheffield Spousal Lifetime Access Trust ("BSS SLAT") in a private placement (the "PIPE Investment") pursuant to that certain subscription agreement, dated October 24, 2025, by and between the Issuer and BSS SLAT. The consummation of the PIPE Investment was subject to certain customary conditions to closing, including the approval of the Issuer's stockholders. The closing conditions were satisfied and the PIPE Investment closed on January 16, 2026.
  • [F2]Represents 2,247,404 securities held directly by Sheffield Holdings, LP ("Sheffield Holdings"), 876,197 securities held directly by Daly Waters Energy, LP ("Daly Waters"), and 133,655 securities held directly by BSS SLAT. Spraberry Interests, LLC ("Spraberry Interests") is the general partner of Sheffield Holdings. Bryan Sheffield is the manager of Spraberry Interests. As a result, each of Mr. Sheffield and Spraberry Interests may be deemed to share beneficial ownership of the shares held directly by Sheffield Holdings. Formentera Australia Fund I GP, LP ("Formentera Australia") is the general partner of Daly Waters. Formentera Investments LLC ("Formentera Investments") is the general partner of Formentera Australia. Bryan Sheffield is the managing member of Formentera Investments.
  • [F3](Continued from footnote 2) 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. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

Documents

1 file

Issuer

Tamboran Resources Corp

CIK 0001997652

Entity typeother

Related Parties

1
  • filerCIK 0001606914

Filing Metadata

Form type
4
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 4:30 PM ET
Size
14.9 KB