Welcome to our dedicated page for Battalion Oil SEC filings (Ticker: BATL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Battalion Oil Corporation filings document the public-company record for an independent oil and natural gas operator with common stock listed on the NYSE American. Current reports describe material agreements, completed asset acquisitions and dispositions, operating and financial results, gas treating and midstream arrangements, common-stock issuance programs, preferred-stock conversions, warrants, and other capital-structure matters.
Proxy materials cover annual stockholder voting, director elections, auditor ratification, board and committee governance, and executive compensation disclosures. The filing record also includes Regulation FD disclosures, non-GAAP financial measure reconciliations, and risk, liquidity, reserves, and operational context related to Battalion Oil's Delaware Basin asset base.
Battalion Oil Corp major holder restructures indirect holdings for certain fund investors. Luminus Energy Partners Master Fund, Ltd. reported an "other" transaction involving 379,559 shares of Battalion common stock on April 2, 2026, as part of a broader 5,200,000-share in-kind distribution among its feeder funds and affiliates. A portion of these shares, called Segregated Shares, is held by the Master Fund for the benefit of non-responding certificate holders, over which it retains voting and disposition power but no economic interest.
Battalion Oil Corp’s major holder Luminus Energy Partners Master Fund, Ltd., advised by Luminus Management LLC and associated with Jonathan Barrett, reported a series of conversions and open‑market sales in the company’s common stock and related instruments.
On March 30, 2026, the Master Fund converted 7,803 Series A‑2 Redeemable Convertible Preferred Shares into 1,800,000 common shares at a conversion price of $6.21, then sold 681,105 common shares at a weighted average price of about $5.59. It also sold cash‑settled total return swaps providing exposure to an aggregate of 144,621 notional common shares, relinquishing all rights under those swap agreements. On March 31, 2026, the Master Fund sold an additional 1,209,377 common shares in two series of transactions at weighted average prices around $3.85 and $4.33. After one of the large sales, an indirect position of 1,415,885 common shares remained. The Master Fund continues to hold certain “Segregated Shares” for the benefit of non‑responding certificate holders and has no economic interest in those particular shares. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest.
Battalion Oil Corp insider entities led by Luminus reported an internal restructuring transaction rather than an open-market trade. On March 24, 2026, Luminus Energy Partners Master Fund, Ltd. effected a distribution in kind of Battalion common stock to affiliated feeder funds and certificate holders pursuant to previously issued illiquid certificates. A portion of shares, defined as Segregated Shares, remains in the Master Fund because certain certificate holders did not or could not receive their stock; the Master Fund retains voting and disposition power over these shares but no economic interest, holding them for the benefit of those investors. Following this non-derivative "J" code transaction, the Master Fund is reported as indirectly holding 2,096,990 Battalion common shares.
Luminus-affiliated funds reported administrative changes in how they hold Battalion Oil common stock for certain investors. The Master Fund previously set aside 1,145,542 “Segregated Shares” for certificate holders who had not completed requirements to receive them. Between April 9 and May 21, 2026, the Master Fund distributed 557,494 of these segregated shares in several tranches, including 384,282 shares on May 21, 2026, to investors who later provided information.
As of this filing, 208,489 segregated shares remain held by the Master Fund for the benefit of remaining non‑responding investors. The Master Fund retains voting and disposition power over these shares but no economic interest, and may either sell them on behalf of these investors or distribute them in kind once requirements are met. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
Luminus Management, Luminus Energy Partners Master Fund and Jonathan Barrett report beneficial ownership of 13,574,690 shares of Battalion Oil common stock, representing 39.3% of the class. This figure includes common shares and shares issuable from multiple series of preferred stock held by the Master Fund.
The filing explains a prior distribution in kind of 5,200,000 shares from the Master Fund to feeder funds and affiliates, and describes 1,145,542 "Segregated Shares" retained for investors who did not or could not receive their allocations. The Master Fund holds voting and disposition power, but no economic interest, in these Segregated Shares and may sell them or distribute them in kind for the benefit of those investors.
The reporting persons reference a Voting Agreement with other holders and note they may be deemed part of a Section 13(d) "group," while expressly disclaiming beneficial ownership of shares held by Voting Agreement Members or any other person.
Oaktree-affiliated entities report a significant ownership position in Battalion Oil Corporation’s common stock. OCM HLCN Holdings, L.P. and related Oaktree/Brookfield OCM entities beneficially own 12,437,521 shares of Battalion Oil common stock, representing 40.82% of the class. This total includes 3,988,089 outstanding common shares and 8,446,746 shares issuable upon conversion of various series of Preferred Stock held by OCM HLCN, calculated against 22,018,849 common shares outstanding as of May 8, 2026. Brookfield Corporation and BAM Partners Trust now report zero beneficial ownership and are no longer acting together with the Oaktree parties. The amendment also notes that Oaktree Capital Management L.P. settled an SEC investigation regarding reporting under Sections 13(d) and 16(a) of the Exchange Act, agreeing to a cease-and-desist order and a $375,000 penalty.
BATTALION OIL CORP reports an ownership disclosure by Alyeska Investment Group and affiliates holding 1,872,282 shares of Common Stock, equal to 9.99% of the class as of 03/31/2026.
The position comprises 1,800,000 shares acquired in a private placement and 72,282 shares issuable upon exercise of pre-funded warrants. The pre-funded warrants are exercisable for 927,273 shares but include a 9.99% beneficial ownership limitation that permits exercise of only 72,282 warrant shares based on 18,741,563 shares outstanding (per the Form 424B3 Prospectus dated 04/02/2026).
Battalion Oil Corporation reported first-quarter 2026 total operating revenues of $39.2 million, down from $47.5 million a year earlier, as oil, gas and NGL sales declined. The company posted a net loss of $56.5 million versus net income of $6.0 million in 2025.
The loss was driven mainly by a $48.0 million net loss on derivative contracts and a $0.9 million loss on extinguishment of debt, while operating income turned to a small loss. After $8.3 million in preferred dividends, net loss available to common stockholders was $64.8 million, or $3.72 per share.
Despite the loss, cash from operating activities was positive at $2.1 million. Investing activities provided $56.4 million, largely from the $60.1 million sale of West Quito assets, while financing used $32.3 million, mainly term-loan repayments. Term-loan face value fell to $162.5 million, and cash and cash equivalents rose to $46.4 million, with restricted cash of $8.0 million.
Equity strengthened: stockholders’ equity shifted to a positive $157.1 million from a deficit, reflecting reclassification of $234.6 million of redeemable convertible preferred stock to permanent equity, conversion of some preferred shares into 1.8 million common shares, a $15.0 million private placement, and 485,000 shares issued for the Sundown acquisition. Shares outstanding reached 22.0 million in early May 2026, and an at-the-market program for up to $150.0 million of common stock was established after quarter-end.
Battalion Oil Corporation reported first quarter 2026 financial results, with total operating revenue of $39.2 million versus $47.5 million a year earlier as lower commodity prices more than offset higher volumes. Average daily production rose to 12,578 Boe/d from 11,900 Boe/d.
The company posted a net loss available to common stockholders of $64.8 million, or $3.72 per share, driven largely by a $46.9 million unrealized derivative loss. Adjusted net loss was $16.2 million, or $0.93 per share. Adjusted EBITDA declined to $10.0 million from $15.1 million. As of March 31, 2026, Battalion had $162.5 million of term loan debt and $54.3 million of liquidity, helped by $60.1 million of proceeds from an asset sale that also reduced leverage.
Battalion Oil Corporation entered into a Sales Agreement with Roth Capital Partners, LLC that allows it to issue and sell, from time to time, up to $150,000,000 of common stock through or to Roth, acting as sales agent or principal.
Sales will typically be made as an at‑the‑market offering under the company’s effective Form S‑3 shelf registration, using placement notices to set share amounts, timing and price limits. Roth can earn up to 3.00% of gross sale proceeds as commission, and Battalion agreed to reimburse up to $50,000 of initial expenses and $8,000 per quarter for ongoing expenses. Either party can suspend offerings under the agreement, which includes customary representations, covenants and indemnification provisions.