STOCK TITAN

Luminus (BATL) details 43.4% Battalion Oil stake and 5.2M-share distribution

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Luminus Management and its affiliates filed an amended ownership report on Battalion Oil Corp, showing significant influence over the company’s common stock. The filing reports beneficial ownership of 14,132,184 shares of common stock, representing 43.4% of the class, including shares issuable upon conversion of multiple Series A preferred stock series.

The amendment explains a prior distribution in kind of 5,200,000 Battalion Oil shares from the Luminus Master Fund to various feeder funds and affiliates. Because some certificate holders did not complete requirements to receive their allocations, 1,145,542 “Segregated Shares” remain held by the Master Fund for their benefit, with 379,559 of those later distributed on April 2, 2026.

Positive

  • None.

Negative

  • None.

Insights

Luminus reaffirms a 43.4% economic and convertible stake in Battalion Oil.

The amendment shows Luminus and its Master Fund reporting beneficial ownership of 14,132,184 Battalion Oil shares, or 43.4% of the common stock, including substantial amounts issuable from several Series A preferred stock series. This positions Luminus as a highly influential shareholder.

Item 4 details a 5,200,000‑share distribution in kind from the Master Fund to feeder funds and affiliates, with 1,145,542 Segregated Shares retained for non-responsive or ineligible certificate holders. On April 2, 2026, 379,559 of these were distributed as holders provided information, and the Master Fund may later sell or distribute remaining shares for their benefit.

The filing also references a Voting Agreement with other holders, under which Luminus may be deemed part of a Section 13(d) “group,” while expressly disclaiming beneficial ownership of those other holders’ shares. Future filings may clarify how much of Luminus’s position remains in preferred versus common form as conversions continue.

Beneficial ownership 14,132,184 shares Battalion Oil common stock reported by Luminus and affiliates
Ownership percentage 43.4% Percent of Battalion Oil common stock class represented
Shares outstanding 18,256,563 shares Common shares outstanding as of March 18, 2026
Distribution in kind 5,200,000 shares Battalion Oil shares distributed by Master Fund on March 24, 2026
Segregated Shares 1,145,542 shares Held by Master Fund for benefit of Non Returners
Subsequent distribution 379,559 shares Segregated Shares distributed to certain Non Returners on April 2, 2026
Series A conversion 2,361,487 shares Common shares issuable from 13,336 Series A Preferred shares
Series A-1 conversion 3,962,723 shares Common shares issuable from 20,269 Series A‑1 Preferred shares
beneficial ownership financial
"Neither the filing of this statement on nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner"
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.
distribution in kind financial
"the Master Fund effected a distribution in kind of 5,200,000 shares of common stock of the Issuer"
Segregated Shares financial
"Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either respond"
Non Returners financial
"such Certificate Holders being referred to as the "Non Returners", the Master Fund continues to hold the Segregated Shares"
Voting Agreement financial
"The Reporting Persons are party to certain agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements"
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.





07134L107

(CUSIP Number)
Jonathan Barrett
Carlos Treistman, 1811 Bering Drive, Suite 400
Houston, TX, 77057
212-424-2868

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/02/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
1. The number of shares reported above includes (i) 1,626,949 shares of Common Stock owned directly by Master Fund, (ii) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3), (iv) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund pursuant to the Series A-2 Purchase Agreement (as discussed in Item 3), (v) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock issued to Master Fund pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi) 2,052,473 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-4 Preferred Stock issued to Master Fund pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed. The Reporting Persons are party to certain agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person. 2. Percentage based on (i) 18,256,563 outstanding shares of Common Stock as of March 18, 2026, based on the number of shares outstanding as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 23, 2026, plus (ii) (a) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund, (b) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund, (d) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock owned directly by Master Fund, (e) 2,052,473 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Master Fund and (f) 1,800,000 shares of Common Stock issued to Master Fund in exchange for the conversion of 7,803 shares of Series A-2 Preferred Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
1. The number of shares reported above includes (i) 1,626,949 shares of Common Stock owned directly by Master Fund, (ii) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3), (iv) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund pursuant to the Series A-2 Purchase Agreement (as discussed in Item 3), (v) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock issued to Master Fund pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi) 2,052,473 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-4 Preferred Stock issued to Master Fund pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed. The Reporting Persons are party to certain agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person. 2. Percentage based on (i) 18,256,563 outstanding shares of Common Stock as of March 18, 2026, based on the number of shares outstanding as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 23, 2026, plus (ii) (a) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund, (b) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund, (d) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock owned directly by Master Fund, (e) 2,052,473 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Master Fund and (f) 1,800,000 shares of Common Stock issued to Master Fund in exchange for the conversion of 7,803 shares of Series A-2 Preferred Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
1. The number of shares reported above includes (i) 1,626,949 shares of Common Stock owned directly by Master Fund, (ii) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3), (iv) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund pursuant to the Series A-2 Purchase Agreement (as discussed in Item 3), (v) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock issued to Master Fund pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi) 2,052,473 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-4 Preferred Stock issued to Master Fund pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed. The Reporting Persons are party to certain agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person. 2. Percentage based on (i) 18,256,563 outstanding shares of Common Stock as of March 18, 2026, based on the number of shares outstanding as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 23, 2026, plus (ii) (a) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund, (b) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund, (d) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock owned directly by Master Fund, (e) 2,052,473 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Master Fund and (f) 1,800,000 shares of Common Stock issued to Master Fund in exchange for the conversion of 7,803 shares of Series A-2 Preferred Stock.


SCHEDULE 13D


LUMINUS MANAGEMENT, LLC
Signature:/s/ Jonathan Barrett
Name/Title:Jonathan Barrett/President
Date:04/06/2026
LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
Signature:/s/ Jonathan Barrett
Name/Title:Jonathan Barrett/President
Date:04/06/2026
JONATHAN BARRETT
Signature:/s/ Jonathan Barrett
Name/Title:Jonathan Barrett/President
Date:04/06/2026

FAQ

How much of Battalion Oil Corp (BATL) stock does Luminus report owning?

Luminus and its affiliates report beneficial ownership of 14,132,184 shares of Battalion Oil common stock, representing 43.4% of the class. This figure includes both currently held common shares and shares issuable upon conversion or redemption of several Series A preferred stock series.

What is the total share base used to calculate Luminus’s 43.4% BATL ownership?

The percentage is based on 18,256,563 common shares outstanding as of March 18, 2026, plus shares issuable upon conversion or redemption of Luminus’s preferred stock and 1,800,000 common shares already issued upon conversion of 7,803 Series A‑2 preferred shares to the Master Fund.

What was the 5,200,000-share distribution in kind described in the BATL 13D/A?

On March 24, 2026, the Luminus Master Fund made a 5,200,000‑share distribution in kind of Battalion Oil common stock. Shares were distributed to feeder funds and affiliates, including LEP Onshore, LEP Offshore (through LILP), LCP Onshore and LCP Offshore, reflecting earlier illiquid certificates issued to investors.

What are the ‘Segregated Shares’ and ‘Non Returners’ in the BATL filing?

Segregated Shares” are 1,145,542 Battalion Oil shares the Master Fund continues to hold for certificate holders who did not respond, could not accept, or declined the distribution. These “Non Returners” retain economic entitlement, while the Master Fund holds voting and disposition power over those shares.

Did Luminus change its BATL holdings shortly before this 13D/A amendment?

The filing notes the Master Fund’s main recent activity was the distribution in kind of 5,200,000 shares and follow-on distributions of 379,559 Segregated Shares on April 2, 2026. It states that, except as described, no other Battalion Oil stock transactions occurred during the prior sixty days.