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Battalion Oil (NYSE: BATL) expands Monument Draw with all-stock Sundown acreage deal

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Battalion Oil Corporation has closed its previously announced all-stock acquisition of oil and gas assets from RoadRunner Resource Holding LLC (formerly Sundown Energy LP) in Ward County, Texas. Battalion issued 485,000 shares of common stock to Sundown for approximately 7,090 net acres, subject to customary closing adjustments.

The acquired acreage directly adjoins Battalion’s existing Monument Draw position of 20,007 acres, creating a combined Monument Draw position of 27,097 acres and expanding its continuous operational footprint. Management highlights prior joint venture drilling on this acreage and identifies about 35 new development locations, noting confidence in subsurface quality and the ability to develop efficiently with its sour gas treating solution now in place.

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Insights

All-stock acreage deal expands Battalion’s core Monument Draw position.

Battalion Oil completed an all-stock acquisition of 7,090 net acres in Ward County, Texas, issuing 485,000 common shares to Sundown. The assets adjoin its Monument Draw position, increasing that core footprint from 20,007 acres to 27,097 acres in a single contiguous block.

The company previously operated this acreage in a joint venture, so subsurface risk is reduced relative to a new, untested area. Management cites 35 new locations and an existing sour gas treating solution, which together suggest the assets may be integrated into existing development plans without major infrastructure build-out.

Because consideration is paid in equity, the transaction introduces some dilution, but there are no debt outlays mentioned in the excerpt. Future disclosures in periodic reports may clarify how quickly the 35 locations are added to the drilling schedule and how the incremental volumes affect production and cash flow.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 19, 2026 

 

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

  

Delaware

 

001-35467

 

20-0700684

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

820 Gessner Road
Suite 1100
Houston, Texas

 

77024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 538-0300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock par value $0.0001

 

BATL

 

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

Item 2.01

Completion of Acquisition or Disposition of Assets

On March 19, 2026, Battalion Oil Corporation (the “Company”) closed its previously announced Purchase and Sale Agreement (“PSA”) with RoadRunner Resource Holding LLC (formerly Sundown Energy LP, “Sundown”) to acquire approximately 7,090 net acres in Ward County, Texas. The transaction was completed as an all‑stock deal, with Battalion issuing 485,000 shares of its common stock to Sundown, subject to customary closing adjustments. The acquisition is effective as of March 1, 2026.

Item 7.01

Regulation FD Disclosure

On March 19, 2026, the Company issued a press release to announce closing of the acquisition of Assets described above in Item 2.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit No.

 

Description

 

 

 

99.1 

Press Release issued March 19, 2026

104 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

BATTALION OIL CORPORATION

 

 

 

 

 

March 19, 2026

By:

/s/ Matthew B. Steele

 

Name:

Matthew B. Steele

 

Title:

Chief Executive Officer

3

Exhibit 99.1

Graphic

Battalion Oil Closes Acquisition of Sundown Assets,
Expands Monument Draw Position

March 19, 2026 5:20 ET  | Source: Battalion Oil Corporation


Houston, Texas, March 19, 2026 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced that it has closed its previously announced Purchase and Sale Agreement to acquire certain oil and gas assets comprising 7,090 net acres in Ward County, Texas (the “Acquired Acreage”) from RoadRunner Resource Holding LLC (formerly Sundown Energy LP, “Sundown”). The deal was completed as an all-stock transaction, with Battalion issuing 485,000 shares of its common stock to Sundown in exchange for the Acquired Acreage, subject to customary closing adjustments.

The Acquired Acreage directly adjoins Battalion’s existing Monument Draw position (20,007 acres, below), expanding the Company’s continuous, highly operational footprint in the region (transaction area denoted in red outline below, 7,090 acres). The acquisition is effective as of March 1, 2026.


Graphic

Battalion’s Combined Monument Draw Position (27,097 acres)

Transaction Highlights & Strategic Rationale:

Highly Contiguous Footprint: Adds 7,090 acres that tie seamlessly into the Company's Monument Draw asset, allowing for optimized long-lateral development and operational efficiencies.
Meaningfully Improves Drilling Inventory: Expected to add 30 high-quality net locations targeting the prolific Wolfcamp A, Wolfcamp B, and 3rd Bone Spring formations.
Immediate Production and Proven Geology: Includes Sundown’s ownership interest in an existing Battalion-operated well on the footprint, contributing an estimated value of approximately $700,000 on a 10% discounted net present value basis.

Capital-Efficient Infrastructure: Development of the newly acquired acreage will benefit directly from Battalion's recent acid gas treating agreement with Targa Resources, which secures ample sour gas treatment capacity to support future development on this acreage.

Battalion and Sundown previously partnered on this acreage under a joint venture agreement. As the operator during that JV, Battalion drilled and evaluated the acreage, giving the Company high confidence in the asset's subsurface characteristics and expected well performance.

“We are pleased to close this strategic, all-stock transaction with Sundown” said Matt Steele, Chief Executive Officer of Battalion Oil Corporation. “We have drilled and operated on this acreage under our previous joint venture, giving us a high degree of confidence in the subsurface and the future potential of these 35 new locations. Combining this acreage into our Monument Draw position strengthens our development runway, and with our sour gas treating solution now in place, we are well-positioned to develop this asset efficiently and at scale.”

Forward-Looking Statements

This press release includes forward-looking statements as defined by U.S. securities laws. These statements are not historical facts and often include words like “expects,” “believes,” “plans,” “estimates,” “may,” “will,” or similar expressions. They cover topics such as future production, financial condition, capital spending, and strategic plans. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ significantly. Key risks are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other filings with the Securities and Exchange Commission (SEC), available at www.sec.gov or on the Company’s website at www.battalionoil.com. Readers are cautioned not to rely too heavily on these forward-looking statements, which speak only as of the date of this release. The Company does not undertake any obligation to update these statements in light of new information or future events.

About Battalion

Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

Contact

BATTALION OIL CORPORATION

Matthew B. Steele
Chief Executive Officer
832-538-0300 | www.battalionoil.com


FAQ

What acquisition did Battalion Oil Corporation (BATL) just complete?

Battalion Oil completed an all-stock acquisition of certain oil and gas assets from RoadRunner Resource Holding LLC in Ward County, Texas. The deal covers approximately 7,090 net acres and closed after a previously announced Purchase and Sale Agreement between the two parties.

How many shares did Battalion Oil issue for the Sundown acreage deal?

Battalion Oil issued 485,000 shares of its common stock to RoadRunner Resource Holding LLC (formerly Sundown Energy LP). This equity consideration was exchanged for approximately 7,090 net acres in Ward County, Texas, and is subject to customary closing adjustments under the Purchase and Sale Agreement.

How does the Sundown acquisition change Battalion Oil’s Monument Draw position?

The acquisition adds 7,090 net acres that directly adjoin Battalion’s existing Monument Draw position of 20,007 acres. After closing, the combined Monument Draw position totals 27,097 acres, creating a larger, continuous operational footprint in Ward County, Texas for future development.

What strategic benefits does Battalion Oil see in the acquired Sundown assets?

Battalion highlights that it previously drilled and operated this acreage in a joint venture with Sundown, providing strong subsurface knowledge. Management points to 35 new potential well locations and notes that its sour gas treating solution supports efficient, scalable development of the expanded Monument Draw position.

When is the effective date of Battalion Oil’s acquisition from Sundown?

The acquisition of the 7,090 net acres from RoadRunner Resource Holding LLC is effective as of March 1, 2026. Battalion Oil announced the closing on March 19, 2026, and noted that the deal is subject to customary closing adjustments under the Purchase and Sale Agreement.

How was information about the Battalion Oil Sundown acquisition communicated to investors?

Battalion Oil filed a current report on Form 8-K describing the closing of the Sundown acquisition and attached a press release as Exhibit 99.1. The press release details the 7,090 net acres acquired, the 485,000-share consideration, and the expansion of the Monument Draw position to 27,097 acres.

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Battalion Oil Corp

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