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Battalion Oil Corporation agreed to acquire approximately 7,090 net acres of oil and gas assets in Ward County, Texas from RoadRunner Resource Holding LLC (formerly Sundown Energy LP). The effective date is March 1, 2026, with closing expected on or before March 24, 2026.
As consideration, Battalion will issue 485,000 shares of common stock to Sundown. These shares will be issued in a private transaction relying on Section 4(a)(2) of the Securities Act, will be “restricted securities” under Rule 144, and will be subject to transfer limits, including a 60‑day lock‑up. The deal is subject to customary closing conditions and approvals, including approval by Battalion’s disinterested directors.
Battalion Oil Corporation entered into a private placement with an institutional investor to raise approximately $15 million through equity and prefunded warrants. The company sold 1,800,000 common shares at $5.50 per share and issued prefunded warrants to purchase up to 927,273 shares at $5.4999 per prefunded warrant share, with an exercise price of $0.0001 per share. The deal closed on March 4, 2026, and after fees, Battalion expects net proceeds of about $14.1 million, earmarked for working capital and general corporate purposes. The prefunded warrants are immediately exercisable, expire on March 4, 2033, and include a 9.99% beneficial ownership cap. Battalion agreed to file a resale registration statement for the shares and warrant shares and to observe short-term restrictions on additional equity issuance and variable-rate financings. The company also highlighted an operational improvement, noting an increase of about 1,200 net barrels of oil per day in average oil production in January compared with December.
Battalion Oil Corporation completed the sale of its West Quito oil and gas assets in Ward County, Texas to MCM Delaware Resources, LLC for an adjusted cash purchase price of approximately $60.1 million, with an effective date of December 1, 2025.
Estimated proved reserves tied to these properties were about 8 MMBoe, representing 12.4% of Battalion’s estimated proved reserves as of year-end 2024. A portion of the net cash proceeds will fund a mandatory prepayment of $40,000,000 on outstanding loans under the company’s senior secured credit facility.
Under a Third Amendment to its credit agreement, lenders consented to the West Quito sale and required this $40 million prepayment, while allowing the borrower to retain remaining net proceeds for reinvestment, development and capital spending in its operated asset base, as well as general corporate purposes and liquidity management.
Diveroli Investment Group LLC and Kingbird Ventures LLC filed an amended Schedule 13D stating they no longer beneficially own any shares of Battalion Oil Corp Class A common stock.
The amendment notes that the reporting persons previously acquired 887,455 shares, representing 5.39% of the company as of January 23, 2026, through open-market purchases. They have since disposed of all of these securities and now report 0 shares and 0.00% beneficial ownership, based on 16,456,563 shares outstanding as of September 30, 2025. They also state they no longer have any plans or proposals relating to Battalion Oil.
Diveroli Investment Group LLC and Kingbird Ventures LLC have disclosed a significant stake in Battalion Oil Corp on a Schedule 13D. The reporting persons beneficially own 887,455 shares of Class A common stock, representing 5.39% of the outstanding shares, based on 16,456,563 shares outstanding as of September 30, 2025.
The shares are held in the name of Kingbird Ventures LLC, with Diveroli Investment Group LLC acting as its authorized representative. The investors acquired the stake using their investment funds through open market purchases from July 1, 2025 to January 21, 2026 for an aggregate consideration of $1,047,196.90 at an average price of $1.18 per share, including brokerage fees. They state that they may buy more or sell shares over time depending on Battalion Oil’s performance, market conditions, and other opportunities, but at this time have not adopted specific plans for corporate transactions such as mergers, asset sales, or board changes.
Battalion Oil Corporation reported operational updates after shifting how it processes natural gas from its Monument Draw Field. The company terminated its Gas Treating Agreement with Wink Amine Treater, LLC after that provider’s acid gas injection facility remained offline since on or about August 11, 2025, and used its contractual right to end the agreement due to the continued service interruption.
Following this, Battalion entered into an agreement with a publicly traded large‑cap midstream provider to process its gas at an alternative facility. A facility expansion completed in the fourth quarter of 2025 now allows this provider to handle substantially all of Battalion’s gas volumes from Monument Draw. As expanded capacity came online, gas volumes processed increased to more than 30 MMcf/d, compared with a December average of about 17.4 MMcf/d, and the company’s average oil production rose by roughly 1,200 net barrels of oil per day month‑to‑date in January 2026 versus its December average, improving flow assurance and operational reliability.
Battalion Oil Corporation has agreed to sell substantially all of its oil and natural gas properties in the West Quito Draw area of the Southern Delaware Basin in Ward County, Texas to MCM Delaware Resources for approximately $62.59 million. The sale covers about 6,207 net acres with proved reserves of roughly 8 MMBoe, which represented about 12.4% of Battalion’s 2024 year-end proved reserves. Battalion plans to use the net proceeds to repay amounts outstanding under its Senior Secured Credit Agreement and for general corporate purposes, including potential acquisitions and planned drilling. The deal is effective as of December 1, 2025 and is expected to close in the first quarter of 2026, subject to customary closing conditions and purchase price adjustments; MCM has placed a deposit of about $6.26 million into escrow.
Battalion Oil Corporation filed its Q3 2025 10‑Q, showing mixed results and liquidity pressure. Q3 operating revenues were $43.5 million, with a net loss of $0.7 million, while a net gain on derivative contracts of $5.2 million offset part of $6.7 million in interest expense. For the nine months, net income was $10.1 million and operating cash flow reached $50.9 million.
Cash and cash equivalents were $50.5 million, and total debt (face value) was $213.8 million, with long‑term debt, net, of $186.2 million. Borrowings under the 2024 Amended Term Loan carried a weighted average interest rate of 12.19% in Q3. The company reported negative working capital of $3.9 million and noted it is at risk of potential non‑compliance with debt covenants over the next 12 months, citing a support letter to purchase up to $30.0 million of preferred equity on or before August 31, 2026.
Preferred stock PIK dividends were $14.3 million in Q3 and $34.4 million year‑to‑date, with the preferred balance at $211.9 million. The August 11, 2025 cessation of operations at the Wink Amine Treater facility increased processing costs and reduced production and revenue. Shares outstanding were 16,456,563 as of November 6, 2025.
Battalion Oil Corporation furnished an update on its recent performance by issuing a press release covering its third quarter 2025 financial results. The company submitted this information through a Current Report on Form 8-K and attached the full press release as Exhibit 99.1.
The press release includes several non-GAAP financial measures, such as net income and earnings per share excluding selected items, EBITDA, LTM EBITDA, cash flow from operations, and adjusted general and administrative expenses. For each non-GAAP measure, the company provides the most directly comparable GAAP figure and a reconciliation, helping readers see how the adjustments affect reported results. Battalion notes that these non-GAAP metrics are intended to give users additional perspective on its performance over time but are not a substitute for GAAP results.
Battalion Oil Corporation received notice from NYSE American that its plan to regain compliance with the exchange’s listing standards has been accepted. The company had previously fallen below required stockholders’ equity thresholds tied to multi-year net losses under Sections 1003(a)(i) and 1003(a)(ii) of the NYSE American Company Guide. NYSE American has granted a compliance period through November 30, 2026, during which the exchange will monitor progress under the plan and may still initiate delisting if progress is insufficient. Battalion’s common stock will continue trading on NYSE American under the symbol BATL pursuant to an exception and remains subject to all other listing requirements. The company states that the listing issue does not affect its ongoing operations or SEC reporting, though there is no assurance it will regain compliance by the deadline.