Luminus entities shift 5.2M Battalion Oil (BATL) shares in in-kind distribution

Rhea-AI Filing Summary

Battalion Oil Corp insider entities led by Luminus reported an internal restructuring transaction rather than an open-market trade. On March 24, 2026, Luminus Energy Partners Master Fund, Ltd. effected a distribution in kind of Battalion common stock to affiliated feeder funds and certificate holders pursuant to previously issued illiquid certificates. A portion of shares, defined as Segregated Shares, remains in the Master Fund because certain certificate holders did not or could not receive their stock; the Master Fund retains voting and disposition power over these shares but no economic interest, holding them for the benefit of those investors. Following this non-derivative "J" code transaction, the Master Fund is reported as indirectly holding 2,096,990 Battalion common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LUMINUS MANAGEMENT LLC, Luminus Energy Partners Master Fund, Ltd., Barrett Jonathan Dan

Role null | null | null

Type	Security	Shares	Price	Value
Other	Common Stock	4,054,458	$0.00	--

Holdings After Transaction: Common Stock — 2,096,990 shares (Indirect, See Footnote)

Footnotes (1)

1. On March 24, 2026, Luminus Energy Partners Master Fund, Ltd. (the "Master Fund"), effected a distribution in kind of 5,200,00 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,138 Shares, and Luminus Energy Partners, Ltd, a Cayman Islands entity ("LEP Offshore") (through Luminus Itineris, LP, a Cayman entity ("LILP"), an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely Luminus Capital Partners Onshore, L.P., a Delaware limited partnership ("LCP Onshore"), which received 391,694 Shares, and Luminus Capital Partners Offshore, Ltd., a Cayman entity ("LCP Offshore"), which received 91,930 Shares. Each of LEP Onshore, LEP Offshore, LCP Onshore and LCP Offshore (collectively, the "Funds") had issued illiquid certificates to their respective investors on April 1, 2020 (collectively, the "Illiquid Certificates"). The Funds concurrently distributed the Shares to the holders of the Illiquid Certificates (collectively, the Certificate Holders"). For ease of mechanics, calculations were made on a look-through basis with the Master Fund distributing the Shares directly to the Certificate Holders and to LILP. The distribution in kind was made pursuant the terms of the Illiquid Certificates and the constituent documents of the respective Funds. In connection with the above referenced distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Key Figures

Restructuring shares: 4,054,458 shares Planned distribution: 5,200,000 shares Segregated Shares: 1,145,542 shares +1 more

4 metrics

Restructuring shares 4,054,458 shares Non-derivative J-code transaction on March 24, 2026

Planned distribution 5,200,000 shares Distribution in kind of Battalion common stock

Segregated Shares 1,145,542 shares Held for non-returning certificate holders

Post-transaction holdings 2,096,990 shares Battalion common stock indirectly held by Master Fund

Key Terms

distribution in kind, Illiquid Certificates, Segregated Shares, pecuniary interest

4 terms

distribution in kind financial

"effected a distribution in kind of 5,200,00 shares of common stock"

Illiquid Certificates financial

"had issued illiquid certificates to their respective investors on April 1, 2020"

Segregated Shares financial

"Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares")"

pecuniary interest financial

"disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LUMINUS MANAGEMENT LLC

(Last) (First) (Middle)

1811 BERING DRIVE

SUITE 400

(Street)

HOUSTON TEXAS 77057

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BATTALION OIL CORP [ BATL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/27/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2026		J(1)(2)		4,054,458	D	$0	2,096,990(3)(4)	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

LUMINUS MANAGEMENT LLC

(Last) (First) (Middle)

1811 BERING DRIVE

SUITE 400

(Street)

HOUSTON TEXAS 77057

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Luminus Energy Partners Master Fund, Ltd.

(Last) (First) (Middle)

1811 BERING DRIVE

SUITE 400

(Street)

HOUSTON TEXAS 77057

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Barrett Jonathan Dan

(Last) (First) (Middle)

1811 BERING DRIVE

SUITE 400

(Street)

HOUSTON TEXAS 77057

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On March 24, 2026, Luminus Energy Partners Master Fund, Ltd. (the "Master Fund"), effected a distribution in kind of 5,200,00 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,138 Shares, and Luminus Energy Partners, Ltd, a Cayman Islands entity ("LEP Offshore") (through Luminus Itineris, LP, a Cayman entity ("LILP"), an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely Luminus Capital Partners Onshore, L.P., a Delaware limited partnership ("LCP Onshore"), which received 391,694 Shares, and Luminus Capital Partners Offshore, Ltd., a Cayman entity ("LCP Offshore"), which received 91,930 Shares.

2. Each of LEP Onshore, LEP Offshore, LCP Onshore and LCP Offshore (collectively, the "Funds") had issued illiquid certificates to their respective investors on April 1, 2020 (collectively, the "Illiquid Certificates"). The Funds concurrently distributed the Shares to the holders of the Illiquid Certificates (collectively, the Certificate Holders"). For ease of mechanics, calculations were made on a look-through basis with the Master Fund distributing the Shares directly to the Certificate Holders and to LILP. The distribution in kind was made pursuant the terms of the Illiquid Certificates and the constituent documents of the respective Funds.

3. In connection with the above referenced distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners.

4. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information.

5. Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Remarks:

On March 27, 2026, the reporting person filed a Form 4 indicating that the transactions in the Issuer's securities reported therein where on behalf of only one reporting person, Luminus Management, LLC. In fact, as reported in this amendment, the securities are beneficially owned by three reporting persons, Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Dan Barrett. See Footnote 6 below for additional detail on that beneficial ownership.

	Luminus Management, LLC By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President	05/26/2026
	Luminus Energy Partners Master Fund, Ltd., By: Luminus Management, LLC, as manager By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President	05/26/2026
	By: /s/ Jonathan Barrett Name: Jonathan Barrett	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Luminus report for Battalion Oil Corp (BATL)?

Luminus reported an internal restructuring transaction, not a market trade. Its Master Fund made a distribution in kind of Battalion Oil common stock to affiliated funds and certificate holders, reallocating existing holdings under pre-existing illiquid certificate arrangements.

How many Battalion Oil (BATL) shares were involved in the Luminus restructuring?

The filing notes a planned distribution in kind of 5,200,000 Battalion Oil common shares. Of this, 4,054,458 shares are tagged to the reported transaction, with the balance described in footnotes, including Segregated Shares retained for certain investors.

What are the Segregated Shares mentioned in the Battalion Oil (BATL) Form 4/A?

Segregated Shares are 1,145,542 Battalion Oil common shares allocated to certificate holders who did not or could not receive distribution. The Master Fund still holds these shares, with voting and disposition power but no economic interest, for the benefit of those investors.

Did Luminus buy or sell Battalion Oil (BATL) shares on the open market?

The reported transaction is coded "J" as an other acquisition or disposition, reflecting an internal distribution in kind. The filing does not describe open-market purchases or sales, but rather a restructuring of how existing Battalion Oil shares are held among related entities and investors.

How many Battalion Oil (BATL) shares does the Luminus Master Fund report after the transaction?

After the reported restructuring transaction, the Luminus Energy Partners Master Fund, Ltd. reports indirect ownership of 2,096,990 Battalion Oil common shares. This position includes Segregated Shares held for the benefit of certain certificate holders, over which the fund retains voting and disposition power.

Who ultimately controls voting for the reported Battalion Oil (BATL) shares?

Shares are held by the Luminus Master Fund, for which Luminus Management LLC serves as investment manager, and Jonathan Barrett is the ultimate beneficial owner of Luminus Management. Each reporting person disclaims beneficial ownership beyond their pecuniary interest, as described in the footnotes.