Major holder gets 1.8M Battalion Oil (BATL) shares in Series A-2 conversion

Rhea-AI Filing Summary

Battalion Oil Corporation converted preferred stock into additional common equity. On March 30, 2026, the company issued 1,800,000 shares of common stock to Luminus Energy Partners Master Fund, Ltd. after the conversion of 7,803 shares of its Series A-2 Redeemable Convertible Preferred Stock, using a conversion price of $6.21 per share and including adjustments for any Unpaid Dividend Accrual. The original Series A-2 Preferred Stock financing involved the company’s three largest shareholders, whose representatives held half of the board seats, and was approved by the board based on a recommendation from a special committee of disinterested directors. The new common shares were issued in a private transaction relying on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.

Insights

Capital structure analyst

Battalion converts Series A-2 preferred into 1.8M common shares held by a major investor.

Battalion Oil has turned 7,803 shares of Series A-2 Redeemable Convertible Preferred Stock into 1,800,000 common shares for Luminus at a conversion price of $6.21 per share, including Unpaid Dividend Accrual adjustments. This shifts part of its financing from preferred to common equity.

The preferred financing involved the company’s three largest shareholders, whose representatives held 50% of the board. To address potential conflicts, a special committee of disinterested directors evaluated and recommended the transaction, and the board approved both the original financing and the related conversion terms.

The new common shares were issued in a private placement relying on Section 4(a)(2) of the Securities Act, meaning they were not registered for public offering. Future disclosures may clarify how the added common shares influence ownership concentration and voting power among key shareholders.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Common shares issued: 1,800,000 shares Preferred shares converted: 7,803 shares Conversion price: $6.21 per share +1 more

4 metrics

Common shares issued 1,800,000 shares Issued to Luminus upon conversion on March 30, 2026

Preferred shares converted 7,803 shares Series A-2 Redeemable Convertible Preferred Stock

Conversion price $6.21 per share Price used to calculate common stock issued

Board representation of purchasers 50% of board Representatives of the three largest shareholders

Key Terms

Series A-2 Redeemable Convertible Preferred Stock, Unpaid Dividend Accrual, Section 4(a)(2), special committee of disinterested directors, +1 more

5 terms

Series A-2 Redeemable Convertible Preferred Stock financial

"7,803 shares of the Company’s Series A-2 Redeemable Convertible Preferred Stock"

Unpaid Dividend Accrual financial

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

Section 4(a)(2) regulatory

"in reliance upon an exemption from the registration requirements ... pursuant to Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

special committee of disinterested directors regulatory

"upon recommendation by a special committee of disinterested directors that was established"

Series A-2 Preferred Stock Transaction financial

"the purchase and sale of such shares of Series A-2 Preferred Stock, the “Series A-2 Preferred Stock Transaction”"

Understanding 8-K Material Events →

0001282648false00012826482026-03-302026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 30, 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.)

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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

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

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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))

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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. ◻
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Item 3.02 Unregistered Sale of Equity Securities.

On March 30, 2026, Battalion Oil Corporation (the “Company”) issued 1,800,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), to Luminus Energy Partners Master Fund, Ltd. (“Luminus”) upon the conversion of 7,803 shares of the Company’s Series A-2 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “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.

As previously disclosed, the Series A-2 Preferred Stock was issued, pursuant to that certain Purchase Agreement (the “Series A-2 Purchase Agreement”) entered into on December 15, 2023, by and among the Company and each of the purchasers set forth on Schedule A thereto (the “Series A-2 Purchasers” and the purchase and sale of such shares of Series A-2 Preferred Stock, the “Series A-2 Preferred Stock Transaction”).

The Series A-2 Purchasers, including Luminus, and/or their respective affiliates, consisted of our largest three (3) shareholders whose appointed representatives made up fifty percent (50%) of our board of directors. The Series A-2 Preferred Stock Transaction, including the Common Stock issuable upon the conversion of the Series A-2 Preferred Stock, was approved by our board of directors upon recommendation by a special committee of disinterested directors that was established to evaluate the proposed terms of the Series A-2 Preferred Stock Transaction.

Issuance of the Common Stock was undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

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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 31, 2026	By:	/s/ Walter Mayer
	Name:	Walter Mayer
	Title:	Senior Vice President, General Counsel

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FAQ

What equity transaction did Battalion Oil (BATL) report in this 8-K?

Battalion Oil converted preferred stock into common equity, issuing 1,800,000 common shares to Luminus. This came from converting 7,803 shares of Series A-2 Redeemable Convertible Preferred Stock at $6.21 per share, including adjustments for any Unpaid Dividend Accrual.

Who received the 1,800,000 new Battalion Oil (BATL) common shares?

Luminus Energy Partners Master Fund, Ltd. received 1,800,000 Battalion Oil common shares. These were issued upon converting 7,803 shares of Series A-2 Redeemable Convertible Preferred Stock held under a prior purchase agreement involving the company’s three largest shareholders.

What was the conversion price used for Battalion Oil’s Series A-2 preferred?

The Series A-2 preferred stock converted at a price of $6.21 per common share. The calculation followed the preferred stock terms and included adjustments for any Unpaid Dividend Accrual defined in Battalion Oil’s amended certificate of incorporation.

How was the original Series A-2 preferred stock transaction approved at Battalion Oil (BATL)?

The Series A-2 Preferred Stock Transaction was approved by Battalion Oil’s board after review by a special committee of disinterested directors. This committee was formed to evaluate the proposed terms because the purchasers included the company’s three largest shareholders with significant board representation.

Was Battalion Oil’s issuance of 1,800,000 shares registered with the SEC?

The new 1,800,000 common shares were issued without SEC registration, relying on an exemption under Section 4(a)(2) of the Securities Act of 1933. This provision allows certain private offerings not made to the general public to avoid registration requirements.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 2.8 KB
• EX-101 EX-101.LAB 16.8 KB
• EX-101 EX-101.PRE 11.1 KB