Luminus (BATL) converts preferred, reports 44.6% Battalion Oil holding

Rhea-AI Filing Summary

Luminus Management, Luminus Energy Partners Master Fund and Jonathan Barrett report significant ownership in Battalion Oil Corp. They disclose beneficial ownership of 14,511,743 shares of common stock, representing 44.6% of the class, including shares issuable from several series of preferred stock.

On March 30, 2026, Battalion issued 1,800,000 common shares to the Master Fund upon conversion of 7,803 shares of Series A-2 Preferred Stock at a conversion price of $6.21 per share, reflecting adjustments for Unpaid Dividend Accrual. That day the Master Fund sold 681,105 common shares at a weighted average price of $5.57, and on March 31, 2026 it sold another 1,209,377 shares at a weighted average price of $4.03.

The filing bases ownership percentages on 18,256,563 common shares outstanding as of March 18, 2026 plus additional shares issuable from multiple preferred series. Luminus also reports having exited cash-settled total return swap positions referencing 144,621 notional shares, and expressly disclaims beneficial ownership of shares held by certain Voting Agreement Members.

Key Figures

Beneficial ownership: 14,511,743 shares Ownership percentage: 44.6% Shares outstanding baseline: 18,256,563 shares +5 more

8 metrics

Beneficial ownership 14,511,743 shares Battalion Oil common stock reported by Luminus entities and Jonathan Barrett

Ownership percentage 44.6% Percent of Battalion Oil common stock class represented by reported holdings

Shares outstanding baseline 18,256,563 shares Battalion Oil common shares outstanding as of March 18, 2026

Series A-2 conversion shares 1,800,000 shares Common stock issued March 30, 2026 upon conversion of Series A-2 Preferred Stock

Series A-2 conversion price $6.21 per share Conversion price used for Series A-2 Preferred Stock, including Unpaid Dividend Accrual adjustments

Sale on March 30, 2026 681,105 shares at $5.57 Weighted average sale price for common stock sold by Master Fund

Sale on March 31, 2026 1,209,377 shares at $4.03 Weighted average sale price for common stock sold by Master Fund

Total return swap notional 144,621 shares Notional common shares referenced by cash-settled total return swaps sold March 30, 2026

Key Terms

Series A-2 Preferred Stock, Unpaid Dividend Accrual, total return swap, beneficial ownership, +2 more

6 terms

Series A-2 Preferred Stock financial

"conversion of 7,803 shares of the Company's Series A-2 Preferred Stock"

Series A-2 preferred stock is a specific class of shares created during a funding round that gives its holders stronger financial protections and priority over common shareholders, such as getting paid first if the company is sold or winding down. Investors care because these shares behave like a hybrid between a loan and regular stock: they often offer fixed payouts or conversion rights and a better claim on assets, making them lower risk and shaping potential returns.

Unpaid Dividend Accrual financial

"including adjustments provided in respect of any Unpaid Dividend Accrual"

total return swap financial

"cash-settled total return swap agreements with several unaffiliated third party financial institutions"

A total return swap is a private contract where one party pays the full economic performance of an asset (income plus price changes) to another party, while receiving a set payment such as a fixed rate or short-term interest in return. It matters to investors because it lets someone gain or shed exposure to an asset’s gains or losses without owning it, offering a way to borrow, hedge, or take leveraged positions while relying on the other party to make payments.

beneficial ownership financial

"such beneficial ownership is hereby expressly disclaimed"

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.

Schedule 13D regulatory

"neither the filing of this statement on nor any of its contents"

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.

Voting Agreement Members financial

"agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

BATTALION OIL CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

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)

03/30/2026

(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

CUSIP Number(s): 07134L107

1

Name of reporting person

LUMINUS MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,511,743.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,511,743.00

11

Aggregate amount beneficially owned by each reporting person

14,511,743.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.6 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

1. The number of shares reported above includes (i) 2,006,508 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

CUSIP Number(s): 07134L107

1

Name of reporting person

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,551,743.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,551,743.00

11

Aggregate amount beneficially owned by each reporting person

14,551,743.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. The number of shares reported above includes (i) 2,006,508 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

CUSIP Number(s): 07134L107

1

Name of reporting person

JONATHAN BARRETT

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,511,743.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,511,743.00

11

Aggregate amount beneficially owned by each reporting person

14,511,743.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. The number of shares reported above includes (i) 2,006,508 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

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: BATTALION OIL CORP
(c)	Address of Issuer's Principal Executive Offices: 820 GESSNER ROAD, SUITE 1100, Houston, TEXAS , 77024.
Item 4.	Purpose of Transaction
	On March 30, 2026, the Issuer issued 1,800,000 shares of its common stock to Master Fund upon the conversion of 7,803 shares of the Company's Series A-2 Preferred Stock. The conversion was calculated in accordance with the terms of the Series A-2 Preferred Stock, including adjustments provided in respect of any Unpaid Dividend Accrual (as defined in the Company's Certificate of Incorporation, as amended), and using a conversion price of $6.21 per share. Additionally, on March 30, 2026, Master Fund sold 681,105 shares of common stock for a weighted average sale price of $5.57. On March 31, 2026, Master Fund sold 1,209,377 shares of common stock for a weighted average sales price of $4.03.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is 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.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
(c)	Except as set forth herein, no transactions in the Common Stock were effected during the past sixty days by any Reporting Person.
(d)	No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As previously disclosed, Master Fund has previously entered into certain cash-settled total return swap agreements with several unaffiliated third party financial institutions as the respective counterparties, which provided economic exposure to an aggregate of 144,621 notional shares of Common Stock, (the "Swap Agreements"). On March 30, 2026, Master Fund sold the Swap Agreements to third parties thus relinquishing all rights it had pursuant to such agreements. The Swap Agreements provided the Master Fund with economic results that were comparable to the economic results of ownership but did not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that were the subject of the Swap Agreements.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LUMINUS MANAGEMENT, LLC

Signature:	/s/ Jonathan Barrett
Name/Title:	Jonathan Barrett/President
Date:	04/01/2026

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.

Signature:	/s/ Jonathan Barrett
Name/Title:	Jonathan Barrett/President
Date:	04/01/2026

JONATHAN BARRETT

Signature:	/s/ Jonathan Barrett
Name/Title:	Jonathan Barrett/President
Date:	04/01/2026

FAQ

What stake does Luminus report in Battalion Oil Corp (BATL)?

Luminus entities and Jonathan Barrett report beneficial ownership of 14,511,743 Battalion Oil common shares, or 44.6% of the class. This figure includes both currently held common stock and shares issuable from several series of preferred stock under existing agreements and conversion terms.

What preferred stock conversion did Battalion Oil complete for Luminus?

On March 30, 2026, Battalion issued 1,800,000 common shares to the Master Fund upon conversion of 7,803 shares of Series A-2 Preferred Stock. The conversion followed the preferred terms, including Unpaid Dividend Accrual adjustments, using a $6.21 per share conversion price.

What recent Battalion Oil stock sales did Luminus Master Fund disclose?

The Master Fund sold 681,105 common shares on March 30, 2026 at a weighted average price of $5.57, and 1,209,377 shares on March 31, 2026 at a weighted average price of $4.03. These sales reduce its direct common stock position.

How is the 44.6% ownership percentage in BATL calculated?

The 44.6% figure is based on 18,256,563 common shares outstanding as of March 18, 2026, plus shares issuable upon conversion or redemption of several series of preferred stock and the 1,800,000 common shares issued upon Series A-2 conversion held by the Master Fund.

What role did total return swaps play in Luminus’s Battalion Oil exposure?

The Master Fund previously held cash-settled total return swaps providing economic exposure to 144,621 notional shares of Battalion Oil common stock. On March 30, 2026, it sold these swap agreements to third parties, relinquishing all rights under them and ending that derivative exposure.

How do Luminus and Jonathan Barrett describe their group and beneficial ownership status?

They note agreements with certain Voting Agreement Members that could deem them part of a Section 13d-5 “group”, but they expressly disclaim beneficial ownership of shares held by those members and do not affirm group status for any purpose under the securities laws.