Battalion Oil Corporation filings document the public-company record for an independent oil and natural gas operator with common stock listed on the NYSE American. Current reports describe material agreements, completed asset acquisitions and dispositions, operating and financial results, gas treating and midstream arrangements, common-stock issuance programs, preferred-stock conversions, warrants, and other capital-structure matters.
Proxy materials cover annual stockholder voting, director elections, auditor ratification, board and committee governance, and executive compensation disclosures. The filing record also includes Regulation FD disclosures, non-GAAP financial measure reconciliations, and risk, liquidity, reserves, and operational context related to Battalion Oil's Delaware Basin asset base.
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.
Battalion Oil Corporation reported the results of its 2026 Annual Meeting of Stockholders held on June 11, 2026. Stockholders elected four directors to serve until the next annual meeting, with each nominee receiving more than 6.8 million votes in favor and relatively few votes withheld.
Jonathan D. Barrett received 6,807,092 votes for and 115,360 withheld; Gregory S. Hinds received 6,809,797 for and 112,655 withheld; William D. Rogers received 6,802,871 for and 119,581 withheld; and Matthew B. Steele received 6,806,617 for and 115,835 withheld.
Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026, with 11,424,647 votes for, 96,903 against, and 30,821 abstentions, indicating strong support for the company’s chosen auditor.
Battalion Oil Corp major holder restructures indirect holdings for certain fund investors. Luminus Energy Partners Master Fund, Ltd. reported an "other" transaction involving 379,559 shares of Battalion common stock on April 2, 2026, as part of a broader 5,200,000-share in-kind distribution among its feeder funds and affiliates. A portion of these shares, called Segregated Shares, is held by the Master Fund for the benefit of non-responding certificate holders, over which it retains voting and disposition power but no economic interest.
Battalion Oil Corp’s major holder Luminus Energy Partners Master Fund, Ltd., advised by Luminus Management LLC and associated with Jonathan Barrett, reported a series of conversions and open‑market sales in the company’s common stock and related instruments.
On March 30, 2026, the Master Fund converted 7,803 Series A‑2 Redeemable Convertible Preferred Shares into 1,800,000 common shares at a conversion price of $6.21, then sold 681,105 common shares at a weighted average price of about $5.59. It also sold cash‑settled total return swaps providing exposure to an aggregate of 144,621 notional common shares, relinquishing all rights under those swap agreements. On March 31, 2026, the Master Fund sold an additional 1,209,377 common shares in two series of transactions at weighted average prices around $3.85 and $4.33. After one of the large sales, an indirect position of 1,415,885 common shares remained. The Master Fund continues to hold certain “Segregated Shares” for the benefit of non‑responding certificate holders and has no economic interest in those particular shares. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest.
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.
Luminus-affiliated funds reported administrative changes in how they hold Battalion Oil common stock for certain investors. The Master Fund previously set aside 1,145,542 “Segregated Shares” for certificate holders who had not completed requirements to receive them. Between April 9 and May 21, 2026, the Master Fund distributed 557,494 of these segregated shares in several tranches, including 384,282 shares on May 21, 2026, to investors who later provided information.
As of this filing, 208,489 segregated shares remain held by the Master Fund for the benefit of remaining non‑responding investors. The Master Fund retains voting and disposition power over these shares but no economic interest, and may either sell them on behalf of these investors or distribute them in kind once requirements are met. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
Luminus Management, Luminus Energy Partners Master Fund and Jonathan Barrett report beneficial ownership of 13,574,690 shares of Battalion Oil common stock, representing 39.3% of the class. This figure includes common shares and shares issuable from multiple series of preferred stock held by the Master Fund.
The filing explains a prior distribution in kind of 5,200,000 shares from the Master Fund to feeder funds and affiliates, and describes 1,145,542 "Segregated Shares" retained for investors who did not or could not receive their allocations. The Master Fund holds voting and disposition power, but no economic interest, in these Segregated Shares and may sell them or distribute them in kind for the benefit of those investors.
The reporting persons reference a Voting Agreement with other holders and note they may be deemed part of a Section 13(d) "group," while expressly disclaiming beneficial ownership of shares held by Voting Agreement Members or any other person.