Tamboran Resources Corp美股招股说明书(2026-04-09版)

Tamboran Resources Corporation Common Stock This is an offering of 2,956,602 shares of common stock, $0.001 par value (“common stock”), by Tamboran Resources Corporation (the“Company”). You should read this prospectus supplement or amendment carefully before you invest in our securities. Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “TBN.” The last reported sale price of our commonstock on April6, 2026, was $42.94 per share. Our CHESS Depositary Interests (“CDIs”), each representing 1/200thof one share of our common stock,are listed on the Australian Securities Exchange (“ASX”) under the symbol “TBN.” This prospectus does not constitute an offer to sell, or thesolicitation of any offer to buy, any CDIs. We have granted the underwriters the option to purchase up to an additional 443,491 shares of our common stock on the same terms andconditions noted below within 30 days of the date of this prospectus supplement. See “Underwriting.” Investing in our common stock involves significant risks. See “Risk Factors” beginning on pageS-12 of thisprospectus supplement and in the documents incorporated by reference in this prospectus supplement. Concurrently with this offering, we are conducting a registered direct institutional entitlement offer (the “Institutional Entitlement Offer”) of up to2,266,729 shares of common stock. The shares of common stock are being offered directly to holder of common stock (or CDIs) as of the Record Datewho are either (i)an “accredited investor” within the meaning of Rule501(a) of Regulation D under the Securities Act, or (ii)a “qualified institutionalbuyer” within the meaning of Rule144A under the Securities Act (an “Eligible Holder”). The Institutional Entitlement Offer allows Eligible Holders tosubscribe for shares of common stock at the same price per share being offered to the public in this offering. The entitlement ratio is one-for-ten,meaning each Eligible Holder may subscribe for one share of common stock (or CDIs at the applicable ratio) for every ten shares of common stock (orCDIs at the applicable ratio) held as of April8, 2026 (the “Record Date”). Closing of the Institutional Entitlement Offer is not contingent upon theclosing of this offering; and vice versa. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus DESCRIPTION OF OTHER SECURITIES ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and ExchangeCommission (“SEC”) on Form S-3 and relate to offerings by the Company of its common stock. Before purchasing any of the common stock that theCompany is offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the informationincorporated by reference under the heading “Where You Can Find More Information; Incorporation by Reference” in this prospectus supplement. Thesedocuments contain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and alsoadds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference. The second part isthe accompanying prospectus, which provides more general information, some of which may not apply to this offering. Generally, when we refer to thisprospectus, we are referring to both parts of this document combined, together with the documents incorporated by reference herein or therein. To theextent the information contained in this prospectus supplement differs from or conflicts with the information contained in the accompanying prospectusor any document incorporated by reference having an earlier date, the information in this prospectus supplement will control. If any statement in one ofthese documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference into thisprospectus supplement and the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlierstatement. Neither we nor the underwriters have authorized any other person to provide you with any information other than that contained or incorporatedby refe