BATL 8-K: Q2 2025 Results Released; Non-GAAP Measures Furnished

Rhea-AI Filing Summary

Battalion Oil Corporation issued a press release on August 14, 2025 announcing its second-quarter 2025 financial results; that press release is furnished as Exhibit 99.1 to this Form 8-K. The filing states the press release includes certain non-GAAP financial measures such as EBITDA and adjusted earnings metrics, and that the most directly comparable GAAP measures and reconciliations are included in the press release.

The company clarifies these non-GAAP measures are presented to help users understand selected items' impact on reported results, but they are not substitutes for GAAP and may not be comparable to measures used by other companies. The filing also notes Exhibit 99.1 is furnished, not filed, and therefore is not automatically incorporated by reference. The report is signed by CEO Matthew B. Steele and lists the company headquarters in Houston, Texas.

Insights

Financial Analyst

TL;DR Routine 8-K furnishing a Q2 2025 press release with non-GAAP metrics and reconciliations; disclosure is transparent but not filed.

The filing is a standard disclosure that a press release has been furnished as Exhibit 99.1 detailing second-quarter 2025 results. Management discloses use of non-GAAP measures (EBITDA, adjusted earnings, LTM EBITDA, adjusted G&A) and states reconciliations to GAAP are provided in the press release. For financial analysts, the key takeaway is availability of both adjusted and GAAP figures for comparability, but the exhibit's status as "furnished" means it is not legally incorporated by reference into registration statements unless expressly identified.

Corporate Governance Expert

TL;DR This 8-K documents routine communications practice and clarifies legal status of the press release and non-GAAP disclosures.

From a governance perspective, the company appropriately discloses the use of non-GAAP measures and the existence of reconciliations, aligning with disclosure best practices. The filing explicitly clarifies that Exhibit 99.1 is furnished rather than filed, which limits incorporation by reference and may affect regulatory reliance. The document is signed by the CEO, indicating senior-level authorization of the disclosure.

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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): August 14, 2025 

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)

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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:

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

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

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

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☐    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:

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Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock par value $0.0001		BATL		NYSE American

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 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).

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Emerging growth company   ☐

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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 2.02  Results of Operations and Financial Condition.

On August 14, 2025, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s second quarter 2025 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 14, 2025.
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
August 14, 2025	By:	/s/ Matthew B. Steele
	Name:	Matthew B. Steele
	Title:	Chief Executive Officer

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FAQ

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

The company furnished a press release dated August 14, 2025 announcing its second-quarter 2025 financial results, included as Exhibit 99.1.

Is the press release in Exhibit 99.1 legally filed with the SEC?

No. The filing states Exhibit 99.1 is furnished, not filed, and will not be incorporated by reference into registration statements unless specifically identified.

Does the press release include non-GAAP financial measures?

Yes. The press release contains certain non-GAAP measures (e.g., EBITDA, adjusted earnings) and states that reconciliations to the most directly comparable GAAP measures are included.

What caution does Battalion Oil provide about its non-GAAP measures?

The company warns these measures are not measures under GAAP, should not be considered alternatives to GAAP metrics, and may not be comparable to similarly named measures of other companies.

Who signed the Form 8-K for Battalion Oil (BATL)?

The document is signed by Matthew B. Steele, Chief Executive Officer, on behalf of Battalion Oil Corporation.