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Luminus Management (BATL) details 379,559-share internal restructuring in Battalion Oil

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

Rhea-AI Filing Summary

Luminus Energy Partners Master Fund, Ltd., managed by Luminus Management LLC, reported an internal restructuring of its indirect holdings of Battalion Oil Corp common stock. On April 2, 2026, the Master Fund distributed 379,559 shares of common stock to certain certificate holders who belatedly provided information needed to receive their allocation.

The filing explains that an earlier 5,200,000‑share distribution in kind left 1,145,542 "Segregated Shares" still held by the Master Fund for non‑responding investors, over which it retains voting and disposition power but no economic interest. After the April 2 transaction, the Master Fund’s reported indirect holding stands at 1,626,949 shares, subject to disclaimers that each reporting person only admits beneficial ownership to the extent of its pecuniary interest.

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Insider LUMINUS MANAGEMENT LLC
Role Director, 10% Owner
Type Security Shares Price Value
Other Common Stock 379,559 $0.00 --
Holdings After Transaction: Common Stock — 1,626,949 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 2,117,138 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 391,694 Shares, and LCP Offshore, which received 91,930 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 2, 2026, the Master Fund distributed 379,559 shares of common stock to certain Non Returners who provided their information. 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.
Internal distribution 379,559 shares Common stock distributed on April 2, 2026 to certain certificate holders
Post-transaction holdings 1,626,949 shares Master Fund indirect Battalion Oil common stock position after transaction
Prior in-kind distribution 5,200,000 shares Common stock previously distributed in kind by the Master Fund
Segregated Shares 1,145,542 shares Shares retained for non-responding certificate holders with no economic interest for Master Fund
distribution in kind financial
"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")"
pecuniary interest financial
"disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest"
illiquid certificates financial
"Each of the Funds had issued illiquid certificates to their respective investors"
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.
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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form 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 Stock04/02/2026J(1)(2)379,559D$01,626,949(3)ISee Footnote(4)
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
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 2,117,138 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 391,694 Shares, and LCP Offshore, which received 91,930 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. On April 2, 2026, the Master Fund distributed 379,559 shares of common stock to certain Non Returners who provided their information.
3. 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.
4. 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: President04/06/2026
** 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)

FAQ

What insider transaction did Luminus report in BATL shares?

Luminus reported an internal restructuring involving 379,559 shares of Battalion Oil Corp (BATL) common stock. The Master Fund distributed these shares on April 2, 2026 to certain certificate holders who later provided information required to receive their allocations.

How many Battalion Oil (BATL) shares does the Master Fund hold after this filing?

Following the reported transaction, the Master Fund is shown holding 1,626,949 shares of Battalion Oil Corp common stock indirectly. This figure reflects the position after distributing 379,559 shares to eligible certificate holders on April 2, 2026.

What are the 5,200,000 Battalion Oil shares mentioned in the Luminus filing?

The filing describes a prior 5,200,000‑share distribution in kind of Battalion Oil common stock by the Master Fund to various feeder funds and affiliates. This large distribution was part of returning shares corresponding to previously issued illiquid certificates to underlying investors.

What are the "Segregated Shares" in the BATL Form 4 footnotes?

The "Segregated Shares" are 1,145,542 Battalion Oil shares that remain with the Master Fund for non‑responding certificate holders. The Master Fund keeps voting and disposition power but has no economic interest, holding them solely for the benefit of those investors.

Can the Master Fund sell the remaining Segregated Shares of Battalion Oil (BATL)?

Yes. The footnotes state the Master Fund can, at its discretion, sell the Segregated Shares on behalf of non‑responding certificate holders and/or make one or more further distributions in kind to them once they provide the necessary information.

How does Luminus Management LLC relate to Battalion Oil (BATL) shares?

Luminus Management LLC serves as investment manager to the Master Fund that holds Battalion Oil shares. The filing notes Jonathan Barrett as ultimate beneficial owner of Luminus Management, and each reporting person disclaims beneficial ownership beyond its pecuniary interest in the reported shares.