Battalion Oil (BATL) to acquire 7,090 Ward County acres using stock

Rhea-AI Filing Summary

Battalion Oil Corporation agreed to acquire approximately 7,090 net acres of oil and gas assets in Ward County, Texas from RoadRunner Resource Holding LLC (formerly Sundown Energy LP). The effective date is March 1, 2026, with closing expected on or before March 24, 2026.

As consideration, Battalion will issue 485,000 shares of common stock to Sundown. These shares will be issued in a private transaction relying on Section 4(a)(2) of the Securities Act, will be “restricted securities” under Rule 144, and will be subject to transfer limits, including a 60‑day lock‑up. The deal is subject to customary closing conditions and approvals, including approval by Battalion’s disinterested directors.

Insights

Energy M&A and Capital Markets Analyst

Battalion is using stock to buy additional Texas acreage in a private deal.

Battalion Oil Corporation plans to acquire about 7,090 net acres of oil and gas assets in Ward County, Texas, paying with 485,000 common shares issued to RoadRunner Resource Holding LLC. The transaction’s effective date is March 1, 2026, with closing targeted on or before March 24, 2026.

The consideration is entirely equity-based, relying on a private placement exemption under Section 4(a)(2) of the Securities Act. The shares will be restricted under Rule 144 and carry a 60‑day lock‑up, limiting immediate resale and distributing some risk and upside between Battalion and the seller.

Completion depends on customary conditions and approvals, including Battalion’s disinterested directors, so timing and final terms could still change. Subsequent company disclosures may outline how the acquired Ward County assets contribute to production, reserves, and overall development plans after the March 24, 2026 targeted closing date.

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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 10, 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 1.01 Entry into a Material Definitive Agreement

On March 10, 2026, Battalion Oil Corporation (the “Company”), together with a wholly owned subsidiary, entered into a Purchase and Sale Agreement (the “PSA”) with RoadRunner Resource Holding LLC (formerly Sundown Energy LP) (“Sundown”) to acquire approximately 7,090 net acres of oil and gas assets located in Ward County, Texas (the “Assets”).  The effective date of the proposed sale is March 1, 2026 (the “Effective Date”).  The transaction is expected to close on or before March 24, 2026 (the “Closing Date”).

Under the PSA, the Company agreed to issue 485,000 shares of its common stock, par value $0.0001 per share (the “Purchase Price Shares”), to Sundown as consideration for the Assets. The PSA further provides that the Purchase Price is subject to customary adjustments, by way of a cash payment from either party, including to account for certain expenses and revenues attributable to the period between the Effective Date and the Closing Date.

The issuance of the Purchase Price Shares will be made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares shall constitute “restricted securities” as defined in Rule 144 under the Securities Act and will be subject to transfer limitations, including a 60-day lock-up period.

The Company and Sundown each make representations and warranties in the PSA that are customary for a transaction of this nature. The completion of the acquisition of Assets is subject to customary closing conditions and certain approvals, including by the Company’s disinterested directors.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure

On March 10, 2026, the Company issued a press release to announce the acquisition of Assets described above in Item 1.01. 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 10, 2026
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 13, 2026	By:	/s/ Matthew B. Steele
	Name:	Matthew B. Steele
	Title:	Chief Executive Officer

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FAQ

What acquisition did Battalion Oil Corporation (BATL) announce in this 8-K?

Battalion Oil Corporation agreed to acquire approximately 7,090 net acres of oil and gas assets in Ward County, Texas from RoadRunner Resource Holding LLC, formerly Sundown Energy LP. The deal focuses on expanding Battalion’s asset base in this West Texas area.

How is Battalion Oil (BATL) paying for the Ward County asset purchase?

Battalion will pay by issuing 485,000 shares of its common stock to RoadRunner Resource Holding LLC. This all‑stock consideration shifts some value and risk to the seller rather than using cash, aligning both parties with future performance of the acquired assets.

When is Battalion Oil’s Ward County acquisition effective and expected to close?

The acquisition has an effective date of March 1, 2026, with closing expected on or before March 24, 2026. Customary post‑effective date adjustments will account for revenues and expenses between those dates through a cash true‑up between the parties.

What restrictions apply to the 485,000 Battalion Oil shares issued in this deal?

The 485,000 common shares will be issued under Section 4(a)(2) of the Securities Act as “restricted securities” under Rule 144. They carry transfer limitations, including a 60‑day lock‑up period, meaning immediate public resale of these shares will be limited after closing.

What approvals and conditions must be satisfied for Battalion Oil’s acquisition to close?

Closing is subject to customary conditions and certain approvals, including approval by Battalion Oil’s disinterested directors. The purchase price will be adjusted via cash payments between the parties for specified expenses and revenues between the effective date and closing date.

Did Battalion Oil issue a press release about the Ward County acquisition?

Yes. On March 10, 2026, Battalion Oil issued a press release announcing the Ward County asset acquisition. The press release is furnished as Exhibit 99.1, providing an additional narrative description of the transaction beyond the brief summary in the 8‑K filing.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 12.9 KB

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