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Luminus entities shift Battalion Oil (BATL) segregated share allocations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

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Insider LUMINUS MANAGEMENT LLC, Luminus Energy Partners Master Fund, Ltd., Barrett Jonathan Dan
Role null | null | null
Type Security Shares Price Value
Other Common Stock 384,282 $0.00 --
Other Common Stock 8,551 $0.00 --
Other Common Stock 2,372 $0.00 --
Other Common Stock 148,286 $0.00 --
Other Common Stock 14,003 $0.00 --
Holdings After Transaction: Common Stock — 1,069,455 shares (Indirect, See Footnote)
Footnotes (1)
  1. As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,140 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,189 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 396,433 Shares, and LCP Offshore, which received 45,238 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. On April 9, 2026, the Master Fund distributed 14,003 shares of common stock, on April 10, 2026, the Master Fund distributed 148,286 shares of common stock, on April 13, the Master Fund distributed 2,372 shares of common stock on April 17, 2026 the Master Fund distributed 8,551 shares of common stock and on May 21, 2026, the Master Fund distributed 384,282 shares of common stock to certain Non Returners who provided their information. As of the date of this filing, 208,489 Segregated Shares continue to be held by the Master Fund. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
Restructured shares 557,494 shares Aggregate segregated shares distributed in restructuring transactions
Original in-kind distribution 5,200,000 shares Common stock distributed in kind by Master Fund on March 24, 2026
Segregated Shares pool 1,145,542 shares Segregated Shares reserved for certain certificate holders
Remaining Segregated Shares 208,489 shares Segregated Shares still held by the Master Fund as of filing
May 21, 2026 distribution 384,282 shares Common stock distributed to certain Non Returners on May 21, 2026
April 10, 2026 distribution 148,286 shares Common stock distributed to certain Non Returners on April 10, 2026
Post-transaction holdings example 1,619,946 shares Total shares following April 9, 2026 transaction (indirect)
distribution in kind financial
"Master Fund effected a distribution in kind of 5,200,000 shares"
Segregated Shares financial
"Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares")"
Non Returners financial
"such Certificate Holders being referred to as the "Non Returners""
pecuniary interest financial
"disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of the shares reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LUMINUS MANAGEMENT LLC
(Last)(First)(Middle)
1811 BERING DRIVE
SUITE 400
(Street)
HOUSTON TEXAS 77057
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BATTALION OIL CORP [ BATL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/09/2026J(1)(2)(3)14,003D$01,612,946ISee Footnote(5)
Common Stock04/10/2026J(1)(2)(3)148,286D$01,464,660ISee Footnote(5)
Common Stock04/13/2026J(1)(2)(3)2,372D$01,462,288ISee Footnote(5)
Common Stock04/17/2026J(1)(2)(3)8,551D$01,453,737ISee Footnote(5)
Common Stock05/21/2026J(1)(2)(3)384,282D$01,069,455(4)ISee Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
LUMINUS MANAGEMENT LLC
(Last)(First)(Middle)
1811 BERING DRIVE
SUITE 400
(Street)
HOUSTON TEXAS 77057
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Luminus Energy Partners Master Fund, Ltd.
(Last)(First)(Middle)
1811 BERING DRIVE
SUITE 400
(Street)
HOUSTON TEXAS 77057
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Barrett Jonathan Dan
(Last)(First)(Middle)
1811 BERING DRIVE
SUITE 400
(Street)
HOUSTON TEXAS 77057
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,140 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,189 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 396,433 Shares, and LCP Offshore, which received 45,238 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020.
2. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners.
3. On April 9, 2026, the Master Fund distributed 14,003 shares of common stock, on April 10, 2026, the Master Fund distributed 148,286 shares of common stock, on April 13, the Master Fund distributed 2,372 shares of common stock on April 17, 2026 the Master Fund distributed 8,551 shares of common stock and on May 21, 2026, the Master Fund distributed 384,282 shares of common stock to certain Non Returners who provided their information.
4. As of the date of this filing, 208,489 Segregated Shares continue to be held by the Master Fund. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information.
5. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
Luminus Management, LLC By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President05/26/2026
Luminus Energy Partners Master Fund, Ltd., By: Luminus Management, LLC, as manager By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President05/26/2026
By: /s/ Jonathan Barrett Name: Jonathan Barrett05/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Luminus report for Battalion Oil (BATL)?

Luminus-related entities reported several non-market restructuring transactions in Battalion Oil common stock. They involved distributions of segregated shares to certain certificate holders, rather than open-market buying or selling, and did not disclose any transaction prices or traditional purchase or sale activity.

How many Battalion Oil shares were distributed in these Luminus transactions?

The filing shows 557,494 segregated shares of Battalion Oil common stock were distributed in multiple tranches. Key dates include April 9, April 10, April 13, April 17, and May 21, 2026, with the largest single distribution of 384,282 shares on May 21.

How many Battalion Oil segregated shares remain held by the Master Fund?

As of the filing date, 208,489 segregated shares of Battalion Oil common stock remain held by the Master Fund. These shares are held for the benefit of non‑responding certificate holders, with the Master Fund retaining voting and disposition power but no economic interest.

What are the 'Segregated Shares' referenced in the Battalion Oil (BATL) Form 4?

Segregated Shares are 1,145,542 Battalion Oil shares reserved for certificate holders who did not or could not complete requirements to receive their distribution. The Master Fund holds these shares for their benefit until it can distribute or sell them on their behalf.

Did Luminus buy or sell Battalion Oil stock on the open market?

The Form 4 reports transaction code J, described as “Other acquisition or disposition,” and a per-share price of $0.0000. This indicates administrative transfers or restructurings, not open-market purchases or sales, with shares held or distributed for underlying investors.

Who ultimately controls the reported Battalion Oil shares in this filing?

The shares are held by the Master Fund, for which Luminus Management, LLC serves as investment manager, and Jonathan Barrett is the ultimate beneficial owner of Luminus Management. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest.