UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 320, 2026

Tamboran Resources Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-42149	93-4111196
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue, Barangaroo NSW 2000

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: Australia +61 2 8330 6626

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:


	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value per share	TBN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.~~07Submission~~01Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Hold~~Agreement.

OnDeed ~~March~~of 3,Addendum ~~2026,~~to ~~Tamboran~~Second ~~Resources~~Amended ~~Corporation,~~and aRestated ~~Delaware~~Joint ~~corporation~~Venture ~~(the~~and ~~“Company”),~~Shareholders ~~held a special meeting of the~~ Agreement

~~Company’s~~On ~~stockholders~~May ~~(the~~12, ~~“Company~~2025, ~~Special~~wholly ~~Meeting”)~~owned ~~where~~subsidiaries ~~the~~of ~~following~~Tamboran ~~matters~~Resources ~~were~~Corporation ~~voted~~(the ~~upon~~“Company”), byTamboran ~~the~~(West) ~~Company’s~~Pty Limited

~~stockholders:~~(“TR West”) and Tamboran Resources Pty Ltd, together with Tamboran (B1) Pty Ltd and Daly Waters Energy, LP (“DWE”)

~~1.Approval~~(collectively, of the ~~issuance~~“JVSA ~~of (a~~Parties”) ~~6,537,503~~entered ~~shares~~into ofa ~~the~~Second ~~Company’s~~Amended ~~common~~and ~~stock~~Restated ~~(the~~Joint ~~“Falcon~~Venture ~~Parent~~and ~~stock~~Shareholders ~~consideration”)~~Agreement (the

~~to Falcon Oil & Gas Ltd. (~~“~~Falcon~~Existing JVSA”). ~~in connection with the transaction whereby the Company will acquire Falcon through the~~

~~acquisition~~On ofMarch ~~all~~20, of2026, ~~Falcon’s~~the ~~subsidiaries~~JVSA ~~pursuant~~Parties toentered into a ~~plan~~Deed of ~~arrangement~~Addendum (to the ~~“arrangement”)~~Existing ~~and~~JVSA (b)the up“JVSA toAddendum”). ~~an aggregate of~~

~~147,508~~The ~~shares~~Existing ofJVSA governs the ~~Company’s~~manner ~~common~~in ~~stock~~which (the ~~“Falcon~~joint ~~Australia~~venture ~~stock~~relating ~~consideration”)~~ to the ~~minority~~Beetaloo ~~holders~~Basin ofgas project is owned, controlled,

~~Falcon~~managed, ~~Oil~~and &financed ~~Gas~~by ~~Australia Limited (“Falcon Australia”) in exchange for~~ the ~~remaining~~JVSA 1Parties.9% ~~of the issued and outstanding~~

~~equity~~The ~~interests~~JVSA ofAddendum ~~Falcon~~provides, ~~Australia~~among ~~(collectively~~other things, that the ~~“Stock~~Dev ~~Issuance~~A++ ~~Proposal”~~Area (as defined in the Existing JVSA). will be reshaped and

~~2.Approval,~~increase ~~for~~by ~~the~~100,000 ~~purposes~~acres, ofand ~~ASX~~will ~~Listing~~be ~~Rule~~rebranded ~~7.1~~as ~~and~~the ~~for~~“Phase ~~all~~2 ~~other~~Development ~~purposes,~~Area” ~~the~~or ~~issuance~~“P2DA.” ofUpon ~~(a)~~ the ~~Falcon~~satisfaction ~~Parent~~of ~~stock~~certain

~~consideration~~conditions to(including ~~Falcon~~completion inof ~~connection with~~ the ~~arrangement~~Falcon ~~and~~Transaction (b)as defined in the ~~Falcon~~JVSA ~~Australia~~Addendum)), ~~stock~~DWE ~~consideration~~and toTR ~~the~~West ~~minority~~will realign a

~~holders~~proportion of ~~Falcon~~their ~~Australia~~beneficial interests in ~~exchange~~certain ~~for~~Checkerboard ~~the~~Blocks ~~remaining~~(as ~~1.9%~~defined ofin the ~~issued~~Existing JVSA) and ~~outstanding~~the ~~equity~~North ~~interests~~and ofSouth ~~Falcon~~First

~~Australia~~Strategic Development Areas (~~the~~as ~~“ASX~~defined ~~Capacity~~in ~~Proposal”~~the Existing JVSA).

~~3.Approval~~The foregoing description of the ~~adjournment~~JVSA orAddendum ~~postponement~~does ofnot ~~the~~purport ~~Company~~to ~~Special~~be ~~Meeting,~~complete ifand ~~necessary~~is orqualified ~~appropriate,~~in ~~including~~its entirety by reference to the

~~solicit~~text ~~additional~~of ~~proxies~~the ifJVSA ~~there~~Addendum ~~are~~filed ~~not~~as ~~sufficient~~Exhibit ~~votes~~10.1 to ~~approve~~this ~~the~~Current ~~Stock~~Report ~~Issuance~~on ~~Proposal,~~Form ~~subject~~8-K tothat ~~the~~is ~~provisions~~incorporated ofherein by reference.

~~the~~Deed ~~arrangement~~of ~~agreement~~Addendum ~~(such~~to ~~proposal,~~Asset ~~the~~Sale ~~“Adjournment~~Agreement ~~Proposal”~~– ~~and~~Beetaloo ~~together~~Acreage ~~with the Stock Issuance Proposal and~~ Acquisition

~~the~~On ~~ASX~~May ~~Capacity~~12, ~~Proposal~~2025, TR West, as seller, the “Company, ~~Proposals”).~~as seller guarantor, and DWE entered into an Asset Sale Agreement – Beetaloo

~~Prior~~Acreage toAcquisition (the ~~Company~~“Original ~~Special~~ASA”) ~~Meeting,~~with ~~the~~Elliott ~~Company~~Energy ~~delivered~~I aPty ~~definitive~~Ltd, ~~proxy~~as ~~statement~~buyer, (“Elliott”) (collectively, the “~~Proxy~~ASA ~~Statement~~Parties”). ~~to its~~

~~stockholders~~Pursuant ~~describing~~to the ~~Company~~Original ~~Special Meeting~~ASA, ~~the~~Elliott ~~Company~~will ~~Proposals,~~acquire ~~the~~a ~~arrangement~~non-operating and ~~related~~non-controlling ~~information.~~interest ~~The~~across ~~Proxy~~100,000 acres within two areas

~~Statement~~of ~~was~~TR ~~filed~~West’s ~~with the U~~77.S.5% ~~Securities~~interest ~~and~~in ~~Exchange Commission (~~the ~~“SEC”)~~applicable onretention ~~January~~licenses ~~28,~~for ~~2026~~$15 million.

AtOn March 20, 2026, the ~~Company~~ASA ~~Special~~Parties ~~Meeting,~~entered ~~each~~into ofa ~~the~~Deed ~~Stock~~of ~~Issuance~~Addendum ~~Proposal,~~to the ~~ASX~~Original ~~Capacity~~ASA ~~Proposal~~(the ~~and~~“ASA ~~the~~Addendum”). ~~Adjournment~~Among other

~~Proposal~~things, ~~was~~the ~~approved~~ASA byAddendum ~~the~~provides ~~affirmative~~that ~~vote~~Elliott ofwill aonly ~~majority~~acquire ofa ~~the~~beneficial ~~voting~~interest ~~power~~in ofthe ~~shares~~Dev ofA++ ~~Tamboran~~Area ~~common~~to ~~stock~~facilitate ~~present~~the in

~~person~~application ~~(online)~~for ora ~~represented~~retention bylicense ~~proxy~~over ~~and~~the ~~entitled~~Phase to2 ~~vote~~Development ~~thereon~~Area, atwhich ~~the~~will ~~Company~~incorporate ~~Special~~the ~~Meeting;~~Dev ~~however,~~A++ ~~given~~Area ~~the~~together ~~approval~~with of

~~the~~approximately ~~Stock Issuance Proposal~~100,000 noacres ~~adjournment~~of ~~was~~additional ~~necessary~~acreage. The ASA Addendum also deletes the escrow provisions contained in the Original

AsASA ~~disclosed~~and inextends the ~~Proxy~~Dev ~~Statement,~~A++ End Date (as ofdefined in the ~~close~~Original ofASA) ~~business~~to onDecember ~~January 23~~31, 2026, and the ~~record~~C10 ~~date~~End ~~for~~Date ~~the~~(as ~~Company~~defined ~~Special~~in

~~Meeting,~~the ~~there~~Original ~~were~~ASA) ~~22,639,513~~to ~~shares~~December of31, ~~Tamboran~~2027 ~~common~~(or ~~stock~~such ~~outstanding~~other ~~and~~dates ~~entitled~~as tothe ~~vote.~~parties ~~There~~may ~~were~~agree ~~12,923,245~~in ~~shares of~~ writing).

~~Tamboran~~The ~~common~~foregoing ~~stock~~description ~~represented~~of inthe ~~person~~ASA orAddendum bydoes ~~proxy~~not atpurport ~~the~~to ~~Company~~be ~~Special~~complete ~~Meeting,~~and ~~which~~is ~~constituted~~qualified ain ~~quorum~~its entirety by reference to ~~conduct~~the

~~business~~text atof the ~~Company~~ASA ~~Special~~Addendum ~~Meeting.~~filed ~~The~~as ~~following~~Exhibit ~~are~~10.2 ~~the~~to ~~final~~this ~~voting~~Current ~~results~~Report on ~~each~~Form ~~Company~~8-K ~~Proposal,~~that ~~which~~is ~~are~~incorporated ~~more~~herein ~~fully~~by reference.

~~described~~Forward-Looking ~~in the Proxy Statement.~~ Statements

~~The~~This ~~following~~Current isReport aon ~~summary~~Form of8-K ~~the~~contains ~~voting~~“forward-looking” ~~results~~statements ~~for~~related ~~each~~to ~~matter~~the ~~presented~~Company towithin the ~~Company’s~~meaning ~~stockholders:~~of Section 21E

		FOR		AGAINST		ABSTAIN
1. Stock Issuance Proposal		12,916,941		5,529		775

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended.

		FOR		AGAINST		ABSTAIN
2. ASX Capacity Proposal		12,916,917		5,531		797

Forward-looking statements reflect the Company’s current expectations and projections about future events at the time, and thus

		FOR		AGAINST		ABSTAIN
3. Adjournment Proposal		12,905,738		9,869		7,638

involve uncertainty and risk. The words “believe,” “shall,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,”

~~For~~“estimate,” ~~purposes~~“intend,” of“predict,” ~~the~~“potential,” ~~Company~~“continue,” ~~Proposals~~“commence,” ~~abstentions~~“complete,” and the ~~failure~~negatives toof ~~vote~~these ~~were~~words ~~not votes cast~~ and, ~~accordingly,~~other ~~had~~similar no

~~effect~~expressions ongenerally ~~the~~identify ~~outcome~~forward-looking ~~of such proposals~~statements. ~~Further, broker non-votes were not applicable given the nature of the proposals above, as~~

~~discussed~~It inis possible that the ~~Proxy~~Company’s ~~Statement.~~future financial performance may differ from expectations due to a variety of factors, including but

not limited to: our early stage of development with no material revenue expected until 2026 and our limited operating history; the

substantial additional capital required for our business plan, which we may be unable to raise on acceptable terms; risks related to the

Falcon Transaction, including the risk that the Company and Falcon Oil & Gas Australia Pty Limited (“Falcon”) are expected to incur

significant transaction costs in connection with the Falcon Transaction, potential litigation related to the Falcon Transaction, the risk

that the combined company may be unable to realize the anticipated benefits of the Falcon Transaction and the risk that the Falcon

Transaction may result in a loss of joint venture partners and other business partners and may result in the termination of existing

contracts; our strategy to deliver natural gas to the Australian East Coast and select Asian markets being contingent upon constructing

additional pipeline capacity, which may not be secured; the absence of proved reserves and the risk that our drilling may not yield

natural gas in commercial quantities or quality; the speculative nature of drilling activities, which involve significant costs and may

not result in discoveries or additions to our future production or reserves; the challenges associated with importing U.S. practices and

technology to the Northern Territory, which could affect our operations and growth due to limited local experience; the critical need

for timely access to appropriate equipment and infrastructure, which may impact our market access and business plan execution; the

operational complexities and inherent risks of drilling, completions, workover, and hydraulic fracturing operations that could

adversely affect our business; the volatility of natural gas prices and its potential adverse effect on our financial condition and

operations; the risks of construction delays, cost overruns, and negative effects on our financial and operational performance

associated with midstream projects; the potential fundamental impact on our business if our assessments of the Beetaloo Basin are

materially inaccurate; the concentration of all our assets and operations in the Beetaloo Basin, making us susceptible to region-specific

risks; our inability to make accretive acquisitions or successfully integrate acquired businesses or assets, including in connection with

the Falcon Transaction; the substantial doubt raised by our recurring operational losses, negative cash flows, and cumulative net losses

about our ability to continue as a going concern; complex laws and regulations that could affect our operational costs and feasibility or

lead to significant liabilities; community opposition that could result in costly delays and impede our ability to obtain necessary

government approvals; exploration and development activities in the Beetaloo Basin that may lead to legal disputes, operational

disruptions, and reputational damage due to native title and heritage issues; the requirement to produce natural gas on a Scope 1 net

zero basis upon commencement of commercial production, with internal goals for operational net zero, which may increase our

production costs; the increased attention to environmental, social and governance matters and environmental conservation measures

that could adversely impact our business operations; risks related to our corporate structure; risks related to our common stock and

CDIs; and the other risk factors discussed in the this report and the Company’s filings with the Securities Exchange Committee. It is

not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions

and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future

developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of

future performance and actual results or developments may differ materially from expectations. While the Company continually

reviews trends and uncertainties affecting the Company’s results of operations and financial condition, the Company does not assume

any obligation to update or supplement any particular forward-looking statements contained in this document, unless required by

applicable law.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1#	Deed of Addendum – Joint Venture and Shareholders Agreement, dated March 20, 2026, between Tamboran (West) Pty Limited, Tamboran Resources Pty Ltd, Daly Waters Energy, LP and Tamboran (B1) Pty Ltd.
10.2#	Deed of Addendum – Asset Sale Agreement – Beetaloo Acreage Acquisition, dated March 20, 2026, between Tamboran (West) Pty Limited, Tamboran Resources Corporation, Daly Waters Energy, LP and Elliott Energy I Pty Ltd.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

# Confidential information has been omitted because it is both (i) not material and (ii) is the type of information that the Company

treats as private or confidential pursuant to Item 601(b)(10) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

TAMBORAN RESOURCES CORPORATION

Date: March 4, 2026

/s/ Eric Dyer

Date: March 20, 2026

/s/ Eric Dyer

Eric DyerChief Financial Officer

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