Tamboran Resources Corp美国股票招股说明书（2026年4月9日版）

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 the 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, Prospectus 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. These 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 prospectus Neither we nor the underwriters have authorized any other person to provide you with any information other than that contained or incorporatedby reference in this prospectus supplement and the accompanying prospectus. Neither we nor the underwriters take any responsibility for, or provide any We are not, and the underwriters are not, making an offer to sell the shares of common stock in any jurisdiction where the offer or sale is notpermitted. This prospectus supplement and the accompanying prospectus do not constitute an offer of, or an invitation on our behalf or on behalf of theunderwriters to subscribe for and purchase, any securities, and this prospectus supplement may not be used for or in connection with an offer orsolicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such anoffer or solicitation. You should assume that the information contained in this prospectus supplement is accurate as of the date on the front cover of this We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference into this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a This prospectus supplement and the accompanying prospectus incorporate by reference market data and certain other statistical information thatare based on independent industry publications, government publications or other published independent sources. Although we