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.
Oaktree-affiliated entities report a significant ownership position in Battalion Oil Corporation’s common stock. OCM HLCN Holdings, L.P. and related Oaktree/Brookfield OCM entities beneficially own 12,437,521 shares of Battalion Oil common stock, representing 40.82% of the class. This total includes 3,988,089 outstanding common shares and 8,446,746 shares issuable upon conversion of various series of Preferred Stock held by OCM HLCN, calculated against 22,018,849 common shares outstanding as of May 8, 2026. Brookfield Corporation and BAM Partners Trust now report zero beneficial ownership and are no longer acting together with the Oaktree parties. The amendment also notes that Oaktree Capital Management L.P. settled an SEC investigation regarding reporting under Sections 13(d) and 16(a) of the Exchange Act, agreeing to a cease-and-desist order and a $375,000 penalty.
BATTALION OIL CORP reports an ownership disclosure by Alyeska Investment Group and affiliates holding 1,872,282 shares of Common Stock, equal to 9.99% of the class as of 03/31/2026.
The position comprises 1,800,000 shares acquired in a private placement and 72,282 shares issuable upon exercise of pre-funded warrants. The pre-funded warrants are exercisable for 927,273 shares but include a 9.99% beneficial ownership limitation that permits exercise of only 72,282 warrant shares based on 18,741,563 shares outstanding (per the Form 424B3 Prospectus dated 04/02/2026).
Battalion Oil Corporation reported first-quarter 2026 total operating revenues of $39.2 million, down from $47.5 million a year earlier, as oil, gas and NGL sales declined. The company posted a net loss of $56.5 million versus net income of $6.0 million in 2025.
The loss was driven mainly by a $48.0 million net loss on derivative contracts and a $0.9 million loss on extinguishment of debt, while operating income turned to a small loss. After $8.3 million in preferred dividends, net loss available to common stockholders was $64.8 million, or $3.72 per share.
Despite the loss, cash from operating activities was positive at $2.1 million. Investing activities provided $56.4 million, largely from the $60.1 million sale of West Quito assets, while financing used $32.3 million, mainly term-loan repayments. Term-loan face value fell to $162.5 million, and cash and cash equivalents rose to $46.4 million, with restricted cash of $8.0 million.
Equity strengthened: stockholders’ equity shifted to a positive $157.1 million from a deficit, reflecting reclassification of $234.6 million of redeemable convertible preferred stock to permanent equity, conversion of some preferred shares into 1.8 million common shares, a $15.0 million private placement, and 485,000 shares issued for the Sundown acquisition. Shares outstanding reached 22.0 million in early May 2026, and an at-the-market program for up to $150.0 million of common stock was established after quarter-end.
Battalion Oil Corporation reported first quarter 2026 financial results, with total operating revenue of $39.2 million versus $47.5 million a year earlier as lower commodity prices more than offset higher volumes. Average daily production rose to 12,578 Boe/d from 11,900 Boe/d.
The company posted a net loss available to common stockholders of $64.8 million, or $3.72 per share, driven largely by a $46.9 million unrealized derivative loss. Adjusted net loss was $16.2 million, or $0.93 per share. Adjusted EBITDA declined to $10.0 million from $15.1 million. As of March 31, 2026, Battalion had $162.5 million of term loan debt and $54.3 million of liquidity, helped by $60.1 million of proceeds from an asset sale that also reduced leverage.
Battalion Oil Corporation entered into a Sales Agreement with Roth Capital Partners, LLC that allows it to issue and sell, from time to time, up to $150,000,000 of common stock through or to Roth, acting as sales agent or principal.
Sales will typically be made as an at‑the‑market offering under the company’s effective Form S‑3 shelf registration, using placement notices to set share amounts, timing and price limits. Roth can earn up to 3.00% of gross sale proceeds as commission, and Battalion agreed to reimburse up to $50,000 of initial expenses and $8,000 per quarter for ongoing expenses. Either party can suspend offerings under the agreement, which includes customary representations, covenants and indemnification provisions.
Battalion Oil Corporation proposes an at-the-market sale of up to $150,000,000 of common stock. The offering will be conducted under a Sales Agreement with Roth Capital Partners as agent, permitting sales from time to time at prevailing market prices. The Agent may act as agent or principal and may receive up to 3.00% of gross proceeds as compensation. The prospectus supplement states proceeds are for general corporate purposes, including potential acquisitions, working capital, capital expenditures, preferred share redemptions and debt repayment. The supplement cites illustrative figures: an assumed offering price of $3.93 per share and an example post-offering share count of 58,709,501 shares based on assumed sales. Sales are settled through DTC facilities and may be suspended or terminated under the Sales Agreement.
Battalion Oil Corporation is asking stockholders to vote at its 2026 annual meeting on June 11, 2026 in Houston. Investors will elect four directors for one-year terms and ratify Deloitte & Touche LLP as independent public accountant for 2026.
The proxy describes Board and committee structure, director independence and risk oversight, and outlines executive and director pay. 2025 compensation for CEO Matthew Steele totaled $873,607, while EVP/COO Daniel Rohling received $933,201 and SVP/General Counsel Walter Mayer $606,626. Deloitte audit and tax fees for 2025 were $1,608,650. The filing also details major preferred stock investments by large holders and shows three investors each beneficially owning over 20% of the 21,468,836 common shares outstanding as of April 14, 2026.
Battalion Oil Corporation registers for resale up to 36,999,134 shares of Common Stock by selling securityholders under a shelf prospectus, including 5,935,377 issued shares and 31,063,757 shares issuable upon conversion of Redeemable Convertible Preferred Stock (conversion amounts calculated as of April 4, 2026). The registration is to satisfy holders' registration rights and the Company will receive no proceeds from these resales. The shelf also permits future primary offerings up to an aggregate initial offering price of $375,000,000; any particular issuance will be described in a prospectus supplement. The Registration Statement covers resale mechanics, potential distribution methods, and the Selling Securityholders identified in the prospectus.
Battalion Oil Corporation is registering for resale up to 36,999,134 shares of its common stock. The registration covers (i) 5,935,377 issued shares held by selling securityholders and (ii) 31,063,757 shares issuable upon conversion of specified series of Redeemable Convertible Preferred Stock (conversion amounts calculated as of April 4, 2026 and including a company good-faith estimate of an additional 4,625,909 shares). The Company will not receive proceeds from sales by the selling securityholders. This shelf registration also permits the Company to offer up to an aggregate initial offering price of $375,000,000 of various securities in one or more offerings, with specific terms to be provided in prospectus supplements.