Battalion Oil (BATL) swings to Q2 profit, boosts liquidity and refinances debt

Q: How did Battalion Oil (BATL) perform financially in Q2 2026?

Battalion Oil reported $48.1 million in operating revenues and net income of $15.5 million for Q2 2026. Net income available to common stockholders was $9.1 million, or $0.34 per share , compared with a loss to common stockholders in Q2 2025.

Q: What were Battalion Oil (BATL)’s production levels in Q2 2026?

Average daily net production was 12,407 Boe/d in Q2 2026, compared with 12,989 Boe/d in Q2 2025. Total quarterly production was 1,129 MBoe , consisting of crude oil, natural gas, and NGL volumes from the company’s U.S. onshore assets.

Q: How did Battalion Oil’s (BATL) Adjusted EBITDA change year over year?

Adjusted EBITDA for Q2 2026 was $12.3 million , down from $18.1 million in Q2 2025. The reconciliation shows the impact of interest, depletion, derivative mark-to-market, stock-based compensation, and non-recurring items on this non-GAAP measure.

Q: What is Battalion Oil (BATL)’s liquidity and debt position as of June 30, 2026?

As of June 30, 2026, Battalion Oil had $83.1 million in cash and cash equivalents and total liquidity of $88.4 million . Term loan indebtedness outstanding was $162.5 million under its senior secured credit facility.

Q: What are the key terms of Battalion Oil (BATL)’s refinanced credit facility?

The new senior secured credit agreement matures on December 31, 2029 , bears interest at SOFR plus 6.50% (or ABR plus 5.50%) with a 0.15% credit spread adjustment, and provides up to $175.0 million of discretionary delayed draw term loan capacity.

Q: How did Battalion Oil (BATL)’s operating costs per Boe change in Q2 2026?

Lease operating expense per Boe decreased to $8.14 from $9.03, while gathering and other expenses per Boe increased to $10.87 from $9.27. General and administrative expense, as adjusted, rose to $2.83 per Boe from $2.11.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Battalion Oil Corporation reported stronger financial and operating results for the quarter ended June 30, 2026. Total operating revenues were $48.1 million, up from $42.8 million a year earlier, driven mainly by a $6.48 per Boe increase in realized prices despite slightly lower production of 12,407 Boe/d versus 12,989 Boe/d.

The company generated net income of $15.5 million and net income available to common stockholders of $9.1 million, or $0.34 per share, compared with a loss to common stockholders in the prior-year quarter. Adjusted diluted results remained a loss of $4.9 million, and Adjusted EBITDA declined to $12.3 million from $18.1 million. Lease operating costs per Boe fell meaningfully, while gathering and G&A costs rose. Liquidity improved, with $83.1 million in cash and $88.4 million of total liquidity and term loan debt of $162.5 million, and the company refinanced its senior secured facility, extending maturity to December 31, 2029 and adding up to $175.0 million of delayed draw capacity. Management highlighted reduced leverage to below 1.5x, completion of midstream expansions at Monument Draw ahead of schedule and under budget, a new joint development agreement, and an at-the-market equity program to support future flexibility.

Positive

Operating revenue grew to $48.1 million in Q2 2026 from $42.8 million in Q2 2025, driven by a $6.48 per Boe increase in realized prices.
Net income available to common stockholders improved to $9.1 million ($0.34 per share) from a prior-year loss to common stockholders of $3.5 million.
Leverage reduced to under 1.5x, supported by ATM proceeds, asset sales, and free cash flow, which management states the company had never previously achieved.
Senior secured credit facility refinanced, extending maturity to December 31, 2029 and adding up to $175.0 million of discretionary delayed draw capacity.
Cash increased to $83.1 million and total liquidity to $88.4 million as of June 30, 2026, improving the company’s financial flexibility.

Negative

Adjusted EBITDA declined to $12.3 million in Q2 2026 from $18.1 million in Q2 2025, reflecting lower adjusted profitability year over year.
Adjusted diluted results remained a loss of $4.9 million, or $0.11 per share, despite GAAP profitability in the quarter.
Realized hedge losses totaled $7.8 million in Q2 2026, reducing the benefit of higher underlying commodity prices.
Gathering and other expenses per Boe increased to $10.87 from $9.27, raising per-unit operating costs despite midstream efficiencies elsewhere.

Filing Explained

June 30 statements document 38,892,112 common shares and $29,903 thousand of issuance proceeds, while preferred shares declined.

The August 12 Form 8-K furnishes second-quarter results; its June 30 balance sheet shows common shares issued and outstanding of 38,892,112 versus 16,456,563 at December 31, while redeemable convertible preferred shares were 130,197 versus 138,000.

The cash-flow statement records $29,903 thousand of proceeds from common-stock issuance, documenting completed equity issuance and cash receipt rather than only an ability to raise capital. An ATM program is an arrangement for gradual sales of new shares at prevailing market prices, but this filing does not identify the reported proceeds by issuance method.

Additional shares increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes; the filing gives the before-and-after share counts but not enough transaction-level detail to attribute the change to particular sales or conversions.

The filing also describes a buyback of part of the preferred stock; the June 30 statements show a $198,276 thousand aggregate liquidation preference, but do not state the repurchase price or terms. A later quarterly report should be checked for further ATM issuance, the resulting common share count, and details of the preferred-stock transactions.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Operating revenues Q2 2026: $48.1 million Net income Q2 2026: $15.5 million Net income to common Q2 2026: $9.1 million +5 more

8 metrics

Operating revenues Q2 2026 $48.1 million Total operating revenues for the three months ended June 30, 2026

Net income Q2 2026 $15.5 million Consolidated net income for the three months ended June 30, 2026

Net income to common Q2 2026 $9.1 million Net income available to common stockholders for Q2 2026

Adjusted EBITDA Q2 2026 $12.3 million Adjusted EBITDA for the three months ended June 30, 2026

Average daily production Q2 2026 12,407 Boe/d Average daily net production for the three months ended June 30, 2026

Term loan debt $162.5 million Term loan indebtedness outstanding as of June 30, 2026

Cash and cash equivalents $83,097 Cash and cash equivalents balance at June 30, 2026 (in thousands)

Total liquidity $88.4 million Liquidity from cash, cash equivalents and reinvestment proceeds as of June 30, 2026

Key Terms

Adjusted EBITDA, delayed draw term loan capacity, at-the-market equity offering program, Total Net Leverage Ratio, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA during the quarter ended June 30, 2026 was $12.3 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

delayed draw term loan capacity financial

"providing access to up to $175.0 million of additional delayed draw capacity"

at-the-market equity offering program financial

"established a $150 million at-the-market (“ATM”) equity offering program"

A program that lets a company sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker, and do so gradually over time instead of all at once. Investors care because it can dilute existing ownership and put steady selling pressure on the stock price, while giving the company a flexible, on-demand way to raise cash — like adding small amounts of water to a pool rather than dumping in a bucket.

Total Net Leverage Ratio financial

"SOFR margin ranged from 7.75% to 8.50% depending on the Company's Total Net Leverage Ratio"

Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.

Asset retirement obligations financial

"Asset retirement obligations | | | 17,749 | | | 20,837"

Asset retirement obligations are a company’s recorded promise to pay for dismantling, cleaning up, or restoring property when a long-lived asset is retired — for example decommissioning a plant or removing equipment. Companies estimate the future cleanup cost today and book it as a liability (and add the cost to the asset), so it affects the balance sheet, reported profits over time, and future cash needs; investors watch it like a planned bill that can reduce cash available for returns.

Earnings Snapshot

Operating revenues: $48.1 million

Quarter ended June 30, 2026

Operating revenues $48.1 million up from $42.8 million in Q2 2025

Net income available to common stockholders $9.1 million ($0.34 per share) improved from a $3.5 million loss in Q2 2025

Adjusted EBITDA $12.3 million down from $18.1 million in Q2 2025

Average daily production 12,407 Boe/d slightly lower than 12,989 Boe/d in Q2 2025

FAQ

How did Battalion Oil (BATL) perform financially in Q2 2026?

Battalion Oil reported $48.1 million in operating revenues and net income of $15.5 million for Q2 2026. Net income available to common stockholders was $9.1 million, or $0.34 per share, compared with a loss to common stockholders in Q2 2025.

What were Battalion Oil (BATL)’s production levels in Q2 2026?

Average daily net production was 12,407 Boe/d in Q2 2026, compared with 12,989 Boe/d in Q2 2025. Total quarterly production was 1,129 MBoe, consisting of crude oil, natural gas, and NGL volumes from the company’s U.S. onshore assets.

How did Battalion Oil’s (BATL) Adjusted EBITDA change year over year?

Adjusted EBITDA for Q2 2026 was $12.3 million, down from $18.1 million in Q2 2025. The reconciliation shows the impact of interest, depletion, derivative mark-to-market, stock-based compensation, and non-recurring items on this non-GAAP measure.

What is Battalion Oil (BATL)’s liquidity and debt position as of June 30, 2026?

As of June 30, 2026, Battalion Oil had $83.1 million in cash and cash equivalents and total liquidity of $88.4 million. Term loan indebtedness outstanding was $162.5 million under its senior secured credit facility.

What are the key terms of Battalion Oil (BATL)’s refinanced credit facility?

The new senior secured credit agreement matures on December 31, 2029, bears interest at SOFR plus 6.50% (or ABR plus 5.50%) with a 0.15% credit spread adjustment, and provides up to $175.0 million of discretionary delayed draw term loan capacity.

How did Battalion Oil (BATL)’s operating costs per Boe change in Q2 2026?

Lease operating expense per Boe decreased to $8.14 from $9.03, while gathering and other expenses per Boe increased to $10.87 from $9.27. General and administrative expense, as adjusted, rose to $2.83 per Boe from $2.11.

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Understanding 8-K Material Events →

Available on EDGAR 08/12/2026 - 04:38 PM Accepted by SEC EDGAR 08/12/2026 - 04:37 PM

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): August 12, 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 2.02

Results of Operations and Financial Condition.

On August 12, 2026, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s second quarter 2026 financial results. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains certain measures discussed below that may be deemed “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In each case, the most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP measures is also included in the press release.

Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

From time to time management discloses net income (loss) and earnings per share excluding selected items as well as EBITDA, LTM EBITDA, cash flow from operations, general and administrative expenses adjusted for selected items. These measures are presented based on management’s belief that these non-GAAP measures enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods. These measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flow from operations, as defined by GAAP. These measures may not be comparable to similarly named non-GAAP measures that other companies may use and may not be useful in comparing the performance of those companies to our performance.

Item 8.01

Other Events.

The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 by Battalion Oil Corporation dated August 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


August 12, 2026	By:	/s/ Matthew B. Steele
	Name:	Matthew B. Steele
	Title:	Chief Executive Officer

Exhibit 99.1

Battalion Oil Corporation Announces Second Quarter 2026 Financial and Operating Results

HOUSTON, TEXAS – August 12, 2026 – Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the second quarter of 2026.

Key Highlights

●

The Company ended the quarter with positive equity of $203.1 million.

●

Generated second quarter 2026 sales volumes of 12,407 barrels of oil equivalent per day (“Boe/d”) (~45% oil, 70% liquids)

●

Lease operating and workover expense per BOE reduced by ~12% vs Q1 2026

●

Placed 17.4 million shares of common stock under its ATM program for net proceeds of $30.3 million during Q2 2026 and an additional 14.9 million shares for net proceeds of $25.6 million subsequent to quarter end. The proceeds have allowed the Company to:

Reduce net debt (gross debt less cash and reinvestment proceeds) to $74.2 million vs $108.3 million in Q1 2026 and leverage ratio to 1.36x in Q2 2026 vs 1.79x in Q1 2026

Complete a refinancing of its term loan yielding interest payment savings and reduced amortization

Redeem and convert a portion of its outstanding preferred equity subsequent to quarter end - preferred liquidation value of $42 million was extinguished for $19 million in cash and 3.5 million common shares

●

Completed preparations for drilling under new joint exploration and development agreement with drilling expected to commence prior to end of August 2026

Management Comments

The Company continued to execute across all facets of its business during the second quarter of 2026, advancing its Monument Draw development program while further strengthening its balance sheet. In April 2026, the Company completed midstream expansion projects at Monument Draw ahead of schedule and approximately 8% under budget, driving a 20% increase in gas throughput and record well productivity. Later in April, the Company secured an additional 50% of sour gas compression capacity at Monument Draw, increasing gas handling capacity from 35 MMcf/d to more than 50 MMcf/d at no capital cost to Battalion, positioning the Company for continued production growth. In May 2026, the Company established a $150 million at-the-market (“ATM”) equity offering program, providing an efficient source of additional liquidity. The Company executed a definitive joint exploration and development agreement for up to eight wells in Monument Draw, with an initial four-well pad targeting the 3rd Bone Spring, Wolfcamp A and Wolfcamp B formations. This program is expected to spud in August 2026. On June 30, 2026, the Company closed a refinancing of its senior secured credit facility, extending the maturity to December 31, 2029, replacing the prior leverage-based pricing grid with a fixed margin of 6.50% over SOFR, and providing access to up to $175.0 million of additional delayed draw capacity.

“The second quarter of 2026 was extremely active. We exhibited significant progress across every part of our business,” said Matt Steele, Chief Executive Officer of Battalion. “Our midstream investments at

Monument Draw came in ahead of schedule and under budget, and we are already seeing the benefit in record well productivity and increased throughput capacity. Additional compression secured during the quarter will further improve reliability starting in mid-Q3 and support production growth from our active drilling program. Establishing our ATM program gave us an efficient tool to continue strengthening the balance sheet. The ATM proceeds, asset sales, and free cash flow from the underlying business have allowed us to significantly reduce net debt. We are now under 1.5x levered – something the Company has never previously achieved. Given the improved balance sheet, we plan to judiciously utilize the limited shares available in our ATM going forward. Executing our joint exploration and development agreement in Monument Draw is the culmination of months of work and allows us to transition to multi-bench development while prudently deploying capital within cash on hand. Closing our refinancing at quarter end meaningfully lowers our cost of capital and enhances our financial flexibility as we move into this next phase of development at Monument Draw. The Company has never been in a stronger financial and operational position. In fact, we were recently able to utilize cash on hand to opportunistically buy back a portion of our preferred stock at a substantial discount to its par value from a holder seeking liquidity. Going forward, we will continue to focus on disciplined execution and creation of value for our shareholders.”

Results of Operations

Average daily net production and total operating revenue during the second quarter of 2026 were 12,407 Boe/d (45% oil) and $48.1 million, respectively, as compared to production and revenue of 12,989 Boe/d (49% oil) and $42.8 million, respectively, during the second quarter of 2025. The increase in revenues in the second quarter of 2026 as compared to the second quarter of 2025 is primarily attributable to a $6.48 increase per Boe in average realized prices (excluding the impact of hedges) partially offset by an approximate 582 Boe/d decrease in average daily production. Excluding the impact of hedges, Battalion realized approximately 104% of the average NYMEX oil price during the second quarter of 2026. Realized hedge losses totaled approximately $7.8 million during the second quarter of 2026.

Lease operating and workover expense was $8.69 per Boe in the second quarter of 2026 versus $10.98 per Boe in the second quarter of 2025. The decrease in lease operating and workover expense per Boe year-over-year is primarily the result of lower maintenance, power, and chemical costs and lower workover activity. Gathering and other expenses were $10.87 per Boe in the second quarter of 2026 versus $9.27 per Boe in the second quarter of 2025. The increase in gathering and other expenses per Boe is primarily related to greater throughput volumes resulting from entry into a long-term processing agreement with a publicly traded large-cap midstream provider in January 2026. General and administrative expenses were $3.60 per Boe in the second quarter of 2026 compared to $2.17 per Boe in the second quarter of 2025. The increase in general and administrative expenses for the second quarter of 2026 is primarily due to higher professional fees including legal costs and increased stock compensation expense. Excluding non-recurring charges, general and administrative expenses would have been $2.83 per Boe in the second quarter of 2026 compared to $2.11 per Boe in the second quarter of 2025.

For the second quarter of 2026, the Company reported net income available to common stockholders of $9.1 million and net income of $0.34 per share available to common stockholders. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the second quarter of 2026 of $4.9 million or an adjusted diluted net loss of $0.11 per common share compared to an adjusted diluted net loss available to common stockholders for the second quarter of 2025 of $10.6 million or an adjusted diluted net loss of $0.65 per common share (see Reconciliation for additional information). Adjusted EBITDA during the quarter ended June 30, 2026 was $12.3 million as compared to $18.1 million during the quarter ended June 30, 2025 (see Adjusted EBITDA Reconciliation table for additional information).

Liquidity and Balance Sheet

As of June 30, 2026, the Company had $162.5 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents and reinvestment proceeds of $88.4 million.

On June 30, 2026, the Company entered into the Third Amended and Restated Senior Secured Credit Agreement (the “New Credit Agreement”) which amended and restated in its entirety the Second Amended and Restated Senior Secured Credit Agreement dated December 26, 2024, as amended (the "Existing Credit Agreement"). Outstanding term loans under the Existing Credit Agreement continued under the New Credit Agreement as closing date term loans, against a maximum closing date term loan commitment of $162.5 million and no new cash borrowing.

Key terms of the New Credit Agreement include:

Interest Rate: SOFR plus a fixed applicable margin of 6.50% per annum (or ABR plus 5.50%), along with a 0.15% credit spread adjustment. The fixed margin replaces the leverage-based pricing grid under the Existing Credit Agreement, under which the SOFR margin ranged from 7.75% to 8.50% depending on the Company's Total Net Leverage Ratio.

Maturity: December 31, 2029.

Delayed Draw Facility: Up to $175.0 million of discretionary delayed draw term loan capacity, available on an uncommitted basis and subject to each lender's sole discretion to provide commitments.

Amortization: Scheduled quarterly principal amortization commences with the fiscal quarter ending June 30, 2027.

Financial Covenants: Includes maintenance covenants relating to Total Net Leverage Ratio, Current Ratio, Asset Coverage Ratio and minimum Liquidity, each commencing with the fiscal quarter ending September 30, 2026.

For additional details on liquidity, financial position, and recent developments, please refer to Management’s Discussion and Analysis included in Battalion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as "expects", "believes", "intends", "anticipates", "plans", "estimates", “projects,” "potential", "possible", or "probable" or statements that certain actions, events or results "may", "will", "should", or "could" be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC's website at www.sec.gov or through the Company's website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company's expectations.

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

Matthew B. Steele

Chief Executive Officer & Principal Financial Officer

832-538-0300

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Operating revenues:
Oil, natural gas and natural gas liquids sales:
Oil	$	49,152	$	36,291	$	85,434	$	75,991
Natural gas		(6,904)		935		(8,397)		3,758
Natural gas liquids		5,730		5,350		10,003		10,212
Total oil, natural gas and natural gas liquids sales		47,978		42,576		87,040		89,961
Other		151		236		263		326
Total operating revenues		48,129		42,812		87,303		90,287

Operating expenses:
Production:
Lease operating		9,189		10,670		19,283		21,028
Workover and other		622		2,309		1,640		3,742
Taxes other than income		2,981		2,522		5,305		5,322
Gathering and other		12,268		10,958		23,518		22,958
General and administrative		4,066		2,567		8,326		6,980
Depletion, depreciation and accretion		12,222		13,939		24,584		27,019
Total operating expenses		41,348		42,965		82,656		87,049
Income (loss) from operations		6,781		(153)		4,647		3,238

Other income (expenses):
Net gain (loss) on derivative contracts		13,051		11,548		(34,913)		20,850
Interest expense and other		(4,324)		(6,599)		(9,841)		(13,269)
Loss on extinguishment of debt		—		—		(862)		—
Total other income (expenses)		8,727		4,949		(45,616)		7,581
Income (loss) before income taxes		15,508		4,796		(40,969)		10,819
Income tax benefit (provision)		—		—		—		—
Net income (loss)	$	15,508	$	4,796	$	(40,969)	$	10,819
Preferred dividends		—		(8,270)		(8,331)		(20,090)
Undistributed earnings allocable to preferred stockholders		(6,434)		—		—		—
Net income (loss) available to common stockholders	$	9,074	$	(3,474)	$	(49,300)	$	(9,271)

Net income (loss) per share of common stock available to common stockholders:
Basic	$	0.34	$	(0.21)	$	(2.25)	$	(0.56)
Diluted	$	0.34	$	(0.21)	$	(2.25)	$	(0.56)
Weighted average common shares outstanding:
Basic		26,430		16,457		21,947		16,457
Diluted		45,172		16,457		21,947		16,457

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)


	June 30, 2026		December 31, 2025
Current assets:
Cash and cash equivalents	$	83,097	$	27,965
Accounts receivable, net		14,406		12,071
Assets from derivative contracts		4,229		16,145
Restricted cash		5,294		91
Prepaids and other		462		892
Total current assets		107,488		57,164
Oil and natural gas properties (full cost method):
Evaluated		833,063		890,050
Unevaluated		54,334		48,025
Gross oil and natural gas properties		887,397		938,075
Less: accumulated depletion		(572,058)		(547,982)
Net oil and natural gas properties		315,339		390,093
Other operating property and equipment:
Other operating property and equipment		4,682		4,678
Less: accumulated depreciation		(2,843)		(2,807)
Net other operating property and equipment		1,839		1,871
Other noncurrent assets:
Assets from derivative contracts		3,729		7,350
Operating lease right of use assets		666		840
Other assets		3,524		3,360
Total assets	$	432,585	$	460,678

Current liabilities:
Accounts payable and accrued liabilities	$	39,898	$	39,734
Liabilities from derivative contracts		6,667		633
Current portion of long-term debt		2,031		22,510
Operating lease liabilities		484		764
Total current liabilities		49,080		63,641
Long-term debt, net		156,208		180,955
Other noncurrent liabilities:
Liabilities from derivative contracts		6,194		1,692
Asset retirement obligations		17,749		20,837
Operating lease liabilities		216		104
Commitments and contingencies
Temporary equity:
Redeemable convertible preferred stock: 138,000 shares
of $0.0001 par value authorized, issued and outstanding,
$193,757 aggregate liquidation preference at December 31, 2025		—		226,241
Stockholders' equity (deficit):
Redeemable convertible preferred stock: 130,197 shares
of $0.0001 par value authorized, issued and outstanding,
$198,276 aggregate liquidation preference at June 30, 2026		221,185		—
Common stock: 100,000,000 shares of $0.0001 par value authorized;
38,892,112 and 16,456,563 shares issued and outstanding at
June 30, 2026 and December 31, 2025, respectively		4		2
Additional paid-in capital		295,914		240,202
Accumulated deficit		(313,965)		(272,996)
Total stockholders' equity (deficit)		203,138		(32,792)
Total liabilities, temporary equity and stockholders' equity	$	432,585	$	460,678

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Cash flows from operating activities:
Net income (loss)	$	15,508	$	4,796	$	(40,969)	$	10,819
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion, depreciation and accretion		12,222		13,939		24,584		27,019
Stock-based compensation, net		421		—		421		(109)
Unrealized gain on derivative contracts		(20,865)		(7,248)		26,072		(19,076)
Amortization of deferred financing costs		264		397		612		792
Loss on extinguishment of debt		—		—		862		—
Accrued settlements on derivative contracts		(30)		23		2,395		(537)
Other		5		56		7		109
Cash flows from operations before changes in working capital		7,525		11,963		13,984		19,017
Changes in working capital		1,253		(1,758)		(3,101)		3,919
Net cash provided by operating activities		8,778		10,205		10,883		22,936

Cash flows from investing activities:
Oil and natural gas capital expenditures		(4,205)		(33,290)		(7,818)		(53,090)
Proceeds received from sale of oil and natural gas assets		—		—		60,055		—
Other operating property and equipment capital expenditures		—		(8)		—		(14)
Other		(9)		(64)		(14)		(370)
Net cash (used in) provided by investing activities		(4,214)		(33,362)		52,223		(53,474)

Cash flows from financing activities:
Proceeds from borrowings		—		—		—		63,000
Repayments of borrowings		—		(5,652)		(45,635)		(5,678)
Debt issuance costs		(407)		(138)		(1,064)		(1,875)
Proceeds from issuance of common stock		29,903		—		43,928		—
Net cash provided by (used in) financing activities		29,496		(5,790)		(2,771)		55,447

Net increase (decrease) in cash, cash equivalents and restricted cash		34,060		(28,947)		60,335		24,909

Cash, cash equivalents and restricted cash at beginning of period		54,331		73,659		28,056		19,803
Cash, cash equivalents and restricted cash at end of period	$	88,391	$	44,712	$	88,391	$	44,712

BATTALION OIL CORPORATION

SELECTED OPERATING DATA (Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Production volumes:
Crude oil (MBbls)		510		584		1,038		1,153
Natural gas (MMcf)		2,012		2,136		4,066		3,935
Natural gas liquids (MBbls)		283		242		546		444
Total (MBoe)		1,129		1,182		2,262		2,253
Average daily production (Boe/d)		12,407		12,989		12,497		12,448

Average prices:
Crude oil (per Bbl)	$	96.38	$	62.14	$	82.31	$	65.91
Natural gas (per Mcf)		(3.43)		0.44		(2.07)		0.96
Natural gas liquids (per Bbl)		20.25		22.11		18.32		23.00
Total per Boe		42.50		36.02		38.48		39.93

Cash effect of derivative contracts:
Crude oil (per Bbl)	$	(24.63)	$	1.04	$	(15.70)	$	(2.93)
Natural gas (per Mcf)		2.36		1.73		1.83		1.31
Natural gas liquids (per Bbl)		—		—		—		—
Total per Boe		(6.92)		3.64		(3.91)		0.79

Average prices computed after cash effect of settlement of derivative contracts:
Crude oil (per Bbl)	$	71.75	$	63.18	$	66.61	$	62.98
Natural gas (per Mcf)		(1.07)		2.17		(0.24)		2.27
Natural gas liquids (per Bbl)		20.25		22.11		18.32		23.00
Total per Boe		35.58		39.66		34.57		40.72

Average cost per Boe:
Production:
Lease operating	$	8.14	$	9.03	$	8.52	$	9.33
Workover and other		0.55		1.95		0.73		1.66
Taxes other than income		2.64		2.13		2.35		2.36
Gathering and other		10.87		9.27		10.40		10.19
General and administrative, as adjusted⁽¹⁾		2.83		2.11		2.92		2.54
Depletion		10.62		11.47		10.64		11.64

(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:

General and administrative:
General and administrative, as reported	$	3.60	$	2.17	$	3.68	$	3.10
Stock-based compensation:
Non-cash		(0.37)		-		(0.19)		(0.02)
Non-recurring charges and other:
Cash		(0.40)		(0.06)		(0.57)		(0.54)
General and administrative, as adjusted⁽²⁾	$	2.83	$	2.11	$	2.92	$	2.54

Total operating costs, as reported	$	25.80	$	24.55	$	25.68	$	26.64
Total adjusting items		(0.77)		(0.06)		(0.76)		(0.56)
Total operating costs, as adjusted⁽³⁾	$	25.03	$	24.49	$	24.92	$	26.08

(2)

General and administrative, as adjusted, is a non-GAAP measure that excludes non-cash stock-based compensation charges relating to equity awards under our incentive stock plan, as well as other cash charges associated with non-recurring charges and other. The Company believes that it is useful to understand the effects that these charges have on general and administrative expenses and total operating costs and that exclusion of such charges is useful for comparison to prior periods.

(3)	Represents lease operating expense, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in the reconciliation above.

BATTALION OIL CORPORATION

RECONCILIATION (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
As Reported:
Net income (loss) available to common stockholders - diluted ⁽¹⁾	$	15,508	$	(3,474)	$	(49,300)	$	(9,271)

Impact of Selected Items:
Unrealized (gain) loss on derivatives contracts:
Crude oil	$	(22,813)	$	(16,782)	$	26,995	$	(22,326)
Natural gas		1,948		9,534		(923)		3,250
Total mark-to-market non-cash charge		(20,865)		(7,248)		26,072		(19,076)
Loss on extinguishment of debt		—		—		862		—
Non-recurring charges		454		73		1,289		1,222
Selected items, before income taxes		(20,411)		(7,175)		28,223		(17,854)
Income tax effect of selected items		—		—		—		—
Selected items, net of tax		(20,411)		(7,175)		28,223		(17,854)

Net loss available to common stockholders, as adjusted ⁽²⁾	$	(4,903)	$	(10,649)	$	(21,077)	$	(27,125)

Diluted net income (loss) per common share, as reported	$	0.34	$	(0.21)	$	(2.25)	$	(0.56)
Impact of selected items		(0.45)		(0.44)		1.29		(1.09)
Diluted net loss per common share, excluding selected items ⁽²⁾⁽³⁾	$	(0.11)	$	(0.65)	$	(0.96)	$	(1.65)


Net cash provided by operating activities	$	8,778	$	10,205	$	10,883	$	22,936
Changes in working capital		(1,253)		1,758		3,101		(3,919)
Cash flows from operations before changes in working capital		7,525		11,963		13,984		19,017
Cash components of selected items		484		50		(1,106)		1,759
Income tax effect of selected items		—		—		—		—
Cash flows from operations before changes in working capital, adjusted for selected items ⁽¹⁾	$	8,009	$	12,013	$	12,878	$	20,776

(1)

Amount reflects net (loss) income available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 14, Earnings Per Share in our Form 10-K for the year ended December 31, 2025.

(2)

Net (loss) income per share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management's belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

(3)

The impact of selected items for the three and six months ended June 30, 2026 were calculated based upon weighted average diluted shares of 45.2 and 21.9 million, respectively, due to the net income (loss) available to common stockholders, excluding selected items. The impact of selected items for the three and six months ended June 30, 2025 were calculated based upon weighted average diluted shares of 16.5 million due to the net loss available to common stockholders, excluding selected items

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025

Net income (loss), as reported	$	15,508	$	4,796	$	(40,969)	$	10,819
Impact of adjusting items:
Interest expense		5,124		7,341		10,965		14,530
Depletion, depreciation and accretion		12,222		13,939		24,584		27,019
Stock-based compensation		421		-		421		48
Interest income		(612)		(764)		(936)		(1,343)
Loss on extinguishment of debt		—		—		862		—
Unrealized gain on derivatives contracts		(20,865)		(7,248)		26,072		(19,076)
Non-recurring charges and other		454		73		1,289		1,222
Adjusted EBITDA⁽¹⁾	$	12,252	$	18,137	$	22,288	$	33,219

(1)

Adjusted EBITDA is a non-GAAP measure, which is presented based on management's belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months		Three Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025

Net income (loss), as reported	$	15,508	$	(56,477)	$	1,795	$	(735)
Impact of adjusting items:
Interest expense		5,124		5,841		6,987		7,318
Depletion, depreciation and accretion		12,222		12,362		11,603		13,522
Asset impairment		—		—		1,072		—
Stock-based compensation		421		—		—		—
Interest income		(612)		(324)		(414)		(503)
Loss on extinguishment of debt		—		862		—		—
Unrealized (gain) loss on derivatives contracts		(20,865)		46,937		(9,313)		(1,044)
Non-recurring charges and other		454		835		1,631		324
Adjusted EBITDA⁽¹⁾	$	12,252	$	10,036	$	13,361	$	18,882

Adjusted LTM EBITDA⁽¹⁾	$	54,531

(1)

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months		Three Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
	June 30, 2025		March 31, 2025		December 31, 2024		September 30, 2024

Net income (loss), as reported	$	4,796	$	6,023	$	(22,202)	$	21,628
Impact of adjusting items:
Interest expense		7,341		7,189		6,135		6,873
Depletion, depreciation and accretion		13,939		13,080		14,155		12,533
Asset impairment		—		—		18,511		—
Stock-based compensation		-		48		12		5
Interest income		(764)		(579)		(278)		(509)
Loss on extinguishment of debt		—		—		7,489		—
Unrealized (gain) loss on derivatives contracts		(7,248)		(11,828)		1,648		(28,091)
Change in fair value of embedded derivative liability		—		—		(761)		41
Merger Termination Payment		—		—		(10,000)		—
Non-recurring charges and other		73		1,149		3,310		978
Adjusted EBITDA⁽¹⁾	$	18,137	$	15,082	$	18,019	$	13,458

Adjusted LTM EBITDA⁽¹⁾	$	64,696

(1)

Adjusted EBITDA is a non-GAAP measure, which is presented based on management's belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net income (loss). This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

Source: View Original Filing on SEC EDGAR

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Battalion Oil (BATL) swings to Q2 profit, boosts liquidity and refinances debt

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