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Battalion Oil Corporation entered into a Preferred Stock Repurchase and Conversion Agreement with Gen IV Investment Opportunities, LLC. Battalion agreed to repurchase 5,138 Series A and 6,578.11 Series A-1 Redeemable Convertible Preferred shares from Gen IV for an aggregate $19,000,000. Gen IV elected to convert additional Series A‑1, A‑2, A‑3 and A‑4 Preferred shares into an aggregate of 3,494,258 shares of common stock. The repurchased preferred shares will be retired and cancelled, and after closing Gen IV will no longer hold any preferred stock.
In a related Voting and Lock-Up Agreement, Gen IV agreed for 12 months, or until it and its affiliates no longer hold any voting securities, to vote in favor of company director nominees in uncontested elections and ratification of the independent auditor as recommended by the board, and accepted a customary lock-up on its designated securities. The common stock issuance relied on the Section 4(a)(2) exemption under the Securities Act of 1933.
Battalion Oil Corp Chief Operating Officer Daniel P. Rohling reported equity compensation activity. On July 15, 2026 he received 256,887 restricted stock units (RSUs), each representing one share of common stock, vesting in four equal annual installments beginning July 15, 2027. On July 16, 2026, 6,468 common shares were withheld at $1.20 per share to cover tax obligations upon settlement of vested RSUs, leaving him with 20,096 directly held common shares.
Steele Matthew reported acquisition or exercise transactions in this Form 4 filing.
Battalion Oil Corp reported that Chief Executive Officer Matthew Steele received a grant of 283,100 restricted stock units on July 15, 2026. Each RSU represents a contingent right to receive one share of common stock. The award vests in four equal annual installments beginning July 15, 2027, and results in a directly held RSU position of 283,100 units.
Battalion Oil Corp SVP and General Counsel Walter R. Mayer reported two equity-related transactions. On July 16, 2026, 2,376 common shares were withheld at $1.20 per share to satisfy tax withholding obligations on vested RSUs, leaving 6,653 common shares held directly. On July 15, 2026, he received a grant of 83,880 restricted stock units, each representing a contingent right to one common share, vesting in four equal annual installments beginning July 15, 2027.
Martin Charles E reported acquisition or exercise transactions in this Form 4 filing.
Battalion Oil Corp reported that VP, Controller Charles E. Martin received a grant of 68,154 restricted stock units (RSUs) on July 15, 2026. Each RSU represents one share of common stock and vests in four equal annual installments beginning July 15, 2027. Following the award, Martin directly holds 68,154 RSUs.
Battalion Oil Corporation refinanced its senior secured credit facility through a Third Amended and Restated Senior Secured Credit Agreement. The new structure maintains $162.5 million of term loans, adds up to $175.0 million of discretionary delayed draw capacity, and extends debt maturity to December 31, 2029.
Borrowings now accrue interest at SOFR plus a fixed 6.50% margin (or ABR plus 5.50%) with a 0.15% credit spread adjustment, replacing a higher leverage-based grid. The company highlights reduced borrowing costs, deferred principal amortization beginning in the quarter ending June 30, 2027, and enhanced liquidity to support its Monument Draw development program and broader strategic objectives.
Battalion Oil Corporation changed its external auditor in mid-2026. On June 24, 2026, the company dismissed Deloitte & Touche LLP as its independent registered public accounting firm after a competitive selection process approved by the Audit Committee.
Deloitte’s reports on the company’s financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and there were no disagreements or reportable events through June 24, 2026. On June 30, 2026, the Audit Committee approved, and BDO USA, P.C. accepted, appointment as the new independent registered public accounting firm for the fiscal year ending December 31, 2026.
Battalion Oil Corp’s Chief Operating Officer Daniel P. Rohling reported the vesting and exercise of a performance-based equity award. On June 18, 2026, 26,564 restricted stock units granted on February 21, 2020 vested after the board confirmed that required performance metrics were met.
Each RSU converts into one share of common stock, resulting in 26,564 shares of common stock reported as directly owned following the transaction. The footnote clarifies that the shares underlying the award had not yet been formally issued as of the filing date, and no open‑market buying or selling occurred.
BATTALION OIL CORP senior vice president and general counsel Walter R. Mayer reported the vesting and exercise of a performance-based equity award rather than an open-market trade. He exercised 8,855 restricted stock units into an equivalent number of common shares, bringing his direct holding to 9,029 common shares.
The RSUs were granted on February 21, 2020 and vested after the board determined that specified performance metrics were satisfied on June 18, 2026. According to the disclosure, the shares underlying the award had not yet been issued as of the filing date, highlighting this as a compensation-related equity conversion with no reported share sale.
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.