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[8-K] BATTALION OIL CORP Reports Material Event

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Battalion Oil Corporation updated its director and executive compensation tied to potential change in control events. Non-employee directors will receive a $225,000 annual cash retainer, with an additional $75,000 for the Board Chairman and $25,000 per committee chaired, paid quarterly.

The Board approved a $5.0 million cash Bonus Pool under a Retention and Incentive Plan, payable only if a qualifying change in control closes and allocated among executive officers and key employees. From January 1, 2027, this pool will adjust annually by CPI‑U plus 200 basis points and will expire on December 31, 2030.

A performance-based Waterfall Merger Incentive Program was also approved, creating an additional pool based on the increase in company value above a Base Amount from May 1, 2026, with payout rates from 10% to 20% of that value increase. The company further confirmed that vesting conditions for 35,419 restricted stock units granted in 2020 have been met due to a change of control trigger in the award terms.

Positive

  • None.

Negative

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Insights

Compensation shifts emphasize retention around potential change in control.

Battalion Oil’s Board has tied a $5.0 million Bonus Pool and a separate Waterfall Merger Incentive Program to successful completion of a qualifying change in control. These structures are designed to keep executives focused and retained through any transaction process.

The Waterfall Merger Incentive uses internal rate of return thresholds, with 10–20% of value created above a Base Amount shared with participants. Because payouts depend entirely on a completed deal and performance metrics, actual cost to shareholders will hinge on if and how such a transaction occurs.

Non-employee director retainers rising to $225,000 plus role-based premiums increase fixed governance costs but may support board recruitment. The confirmation of vesting for 35,419 RSUs crystallizes a previously contingent equity grant, modestly increasing share-based compensation without altering ongoing cash flows.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Non-employee director annual retainer $225,000 Annual cash retainer per non-employee director under new program
Board Chairman additional retainer $75,000 Annual cash premium for serving as Chairman of the Board
Committee chair additional retainer $25,000 Annual cash retainer per committee chaired by a director
Change in control Bonus Pool $5.0 million Cash pool payable on consummation of qualifying change in control
Bonus Pool CPI-U adjustment spread 200 basis points Increment above CPI-U for annual Bonus Pool adjustment from 2027
Plan expiry date December 31, 2030 Expiration for Bonus Pool and Waterfall Merger Incentive Program
Confirmed vested RSUs 35,419 restricted stock units RSUs granted February 20, 2020 under 2020 LTIP now vested
Base Date for IRR measurement May 1, 2026 Starting date for value growth under Waterfall Merger Incentive Program
change in control financial
"payable upon the consummation of a change in control transaction"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Retention and Incentive Plan financial
"other key employees (the “Retention and Incentive Plan”)"
Waterfall Merger Incentive Program financial
"performance-based incentive program (the “Waterfall Merger Incentive Program”)"
internal rate of return financial
"determined by the internal rate of return (“IRR”) implied by the growth"
A percentage that represents the annualized yield an investment would earn, taking into account the timing and amount of all cash inflows and outflows; mathematically it is the rate that makes the discounted sum of future cash flows equal the initial cost. Investors use it to compare different projects or deals the way they compare interest rates — a higher internal rate of return suggests a stronger potential payoff, but it does not by itself show risk, scale, or timing nuances.
Consumer Price Index for All Urban Consumers (CPI‑U) financial
"annual adjustment based on the Consumer Price Index for All Urban Consumers (CPI‑U)"
restricted stock units financial
"vesting condition applicable to 35,419 restricted stock units previously awarded"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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0001282648false00012826482026-06-182026-06-18

 

 

 

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): June 18, 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 5.02

Compensatory Arrangements of Certain Officers.

On June 18, 2026, the Board of Directors (the “Board”) of the Battalion Oil Corporation (the “Company”), upon the recommendation of the Board’s Compensation Committee, approved (i) an updated compensation program for the Company’s non-employee directors, effective July 1, 2026; and (ii) certain change in control-related compensation arrangements for the Company’s executive officers and other key employees (the “Retention and Incentive Plan”), which replace the arrangements previously approved by the Board on March 4, 2025.

Non-Employee Director Compensation

Under the Company’s non-employee director compensation program, each non-employee director will receive an annual cash retainer of $225,000. The Chairman of the Board will receive an additional annual cash retainer of $75,000, and committee chairs will each receive an additional annual cash retainer of $25,000 per committee chaired. The compensation will be payable in quarterly installments and prorated for partial-year service.

This program replaces the Company’s prior non-employee director compensation arrangements.

Change in Control Retention and Incentive Arrangements

The Retention and Incentive Arrangements provide for the establishment of a cash bonus pool of $5.0 million (the “Bonus Pool”), payable upon the consummation of a change in control transaction and allocable among eligible executive officers and key employees as determined by the Board. Beginning January 1, 2027, the Bonus Pool will be subject to annual adjustment based on the Consumer Price Index for All Urban Consumers (CPI‑U), plus an additional 200 basis points. The Bonus Pool will expire on December 31, 2030.

The Board also approved a performance-based incentive program (the “Waterfall Merger Incentive Program”) pursuant to which an additional incentive pool will be established in connection with a qualifying change in control transaction based on the increase in the Company’s value above an established base amount (the “Base Amount”) measured from May 1, 2026 (the “Base Date”). The size of the incentive pool is determined by the internal rate of return (“IRR”) implied by the growth in the Company’s value from the Base Date to the closing date of the qualifying transaction, calculated using the XIRR function in Microsoft Excel. The amount of such incentive pool will be determined based on specified internal rate of return thresholds, with payout percentages ranging from 10% to 20% of the increase in value above the Base Amount. Payments under the Waterfall Merger Incentive Program may be made in cash, equity, or a combination thereof, and will expire on December 31, 2030.

Awards under the Retention and Incentive Arrangements will be subject to the consummation of a qualifying change in control transaction and final allocation determinations by the Board. Certain executive officers and key employees are eligible to participate in the Retention and Incentive Arrangements.

2020 LTIP RSU Vesting Confirmation

The Board also confirmed that the vesting condition applicable to 35,419 restricted stock units previously awarded on February 20, 2020 under the Company's 2020 Long-Term Incentive Plan (the “2020 Plan”) has been satisfied. The award agreement governing such restricted stock units provided for automatic vesting upon the occurrence of a change of control event, the Board determined that such threshold has been reached and that the applicable vesting condition has accordingly been satisfied in accordance with the terms of the award agreement. This disclosure is confirmatory in nature; the vesting of such restricted stock units occurred automatically upon determination of the satisfaction of the contractual condition and did not require further Board authorization.

​

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

 

 

 

 

 

June 18, 2026

By:

/s/ Matthew B. Steele

 

Name:

Matthew B. Steele

 

Title:

Chief Executive Officer

​

​

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3

Source: View Original Filing on SEC EDGAR

FAQ

What new compensation did Battalion Oil (BATL) approve for non-employee directors?

Battalion Oil set a $225,000 annual cash retainer for each non-employee director, plus $75,000 for the Board Chairman and $25,000 per committee chaired. These cash fees are paid quarterly and replace the company’s prior non-employee director compensation program.

What is Battalion Oil (BATL)’s new $5.0 million Bonus Pool?

The company created a $5.0 million cash Bonus Pool for executive officers and key employees, payable only upon consummation of a qualifying change in control. The Board will allocate this pool, which adjusts annually by CPI‑U plus 200 basis points starting January 1, 2027.

How does the Waterfall Merger Incentive Program work at Battalion Oil (BATL)?

The Waterfall Merger Incentive Program establishes a performance-based pool tied to value created above a Base Amount from May 1, 2026 to a qualifying change in control closing. Payouts range from 10% to 20% of that value increase, payable in cash, equity, or both.

When do Battalion Oil (BATL)’s new change in control incentives expire?

Both the $5.0 million Bonus Pool and Waterfall Merger Incentive Program are time-limited and expire on December 31, 2030. After that date, these specific change in control-related retention and incentive arrangements will no longer apply unless separately renewed or replaced.

What RSU vesting did Battalion Oil (BATL) confirm from its 2020 LTIP?

The Board confirmed vesting of 35,419 restricted stock units granted on February 20, 2020 under the 2020 Long-Term Incentive Plan. Vesting occurred automatically once a change of control condition in the award agreement was determined satisfied, without requiring further Board action.

Who is eligible for Battalion Oil (BATL)’s new Retention and Incentive Arrangements?

Certain executive officers and key employees are eligible to participate in the Retention and Incentive Arrangements. Final allocations from the $5.0 million Bonus Pool and Waterfall Merger Incentive Program are subject to Board determinations and require consummation of a qualifying change in control transaction.

Filing Exhibits & Attachments

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