Luminus shifts 5.2M Battalion Oil (BATL) shares in fund payout

Rhea-AI Filing Summary

Luminus Management LLC, as investment manager for Luminus Energy Partners Master Fund, Ltd., reported an internal restructuring of Battalion Oil common stock holdings. The filing shows an other-type transaction covering 4,054,458 shares of common stock as part of a broader in-kind distribution.

Footnotes explain that on March 24, 2026, the Master Fund distributed 5,200,000 shares of Battalion Oil common stock in kind to several feeder funds and affiliates, which in turn distributed shares to holders of previously issued illiquid certificates. After these distributions, the Master Fund held 2,096,990 shares, including 1,145,542 segregated shares retained for certificate holders who did not or could not receive their distribution.

The Master Fund keeps voting and disposition power over these segregated shares but has no economic interest in them, holding them for the benefit of those non-returning investors. The filing states that each reporting person disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest.

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

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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)

X	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)

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

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

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

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.

	Luminus Management, LLC By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Luminus Management LLC report in Battalion Oil (BATL)?

Luminus Management LLC reported an internal restructuring transaction involving 4,054,458 Battalion Oil common shares. It reflects an in-kind distribution of 5,200,000 shares by an affiliated master fund to feeder funds and certificate holders, rather than an open-market purchase or sale.

How many Battalion Oil (BATL) shares did the Luminus master fund hold after the restructuring?

After the restructuring, the Luminus Energy Partners Master Fund held 2,096,990 Battalion Oil common shares. This position includes 1,145,542 segregated shares held for certain certificate holders who did not or could not receive their in-kind distribution, with no economic interest retained.

What is the 5,200,000-share distribution described in the Battalion Oil (BATL) Form 4?

The filing describes a 5,200,000-share in-kind distribution of Battalion Oil common stock by the Luminus master fund to its feeder funds and certain affiliates. These entities then distributed shares to investors holding illiquid certificates, in line with those certificates and fund governing documents.

Who ultimately benefits from the segregated Battalion Oil (BATL) shares held by the Luminus master fund?

The segregated Battalion Oil shares benefit certificate holders who did not complete steps to receive their distributions. The master fund retains voting and disposition power but no economic interest, holding the 1,145,542 segregated shares solely for these non-returning investors’ benefit.

Does Luminus Management LLC claim full beneficial ownership of the Battalion Oil (BATL) shares reported?

The filing states that each reporting person, including Luminus Management LLC, disclaims beneficial ownership of the reported Battalion Oil shares except to the extent of its or his pecuniary interest. This reflects shares held through the master fund and related investment structures.