Luminus details 13.6M-share Battalion Oil (BATL) stake and distributions

Rhea-AI Filing Summary

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.

Key Figures

Beneficially owned shares: 13,574,690 shares Ownership percentage: 39.3% Shares outstanding: 22,018,849 shares +5 more

8 metrics

Beneficially owned shares 13,574,690 shares Aggregate amount beneficially owned by each reporting person

Ownership percentage 39.3% Percent of class represented by 13,574,690 shares

Shares outstanding 22,018,849 shares Common Stock outstanding as of May 8, 2026

Direct common shares 1,069,455 shares Common Stock owned directly by the Master Fund

Series A conversion shares 2,361,487 shares Common shares issuable from 13,336 Series A Preferred

Series A-1 conversion shares 3,962,723 shares Common shares issuable from 20,269 Series A-1 Preferred

Distribution in kind 5,200,000 shares Common stock distributed in kind on March 24, 2026

Segregated Shares 1,145,542 shares Held for Non Returners; Master Fund has voting and disposition power only

Key Terms

distribution in kind, Segregated Shares, Voting Agreement, beneficial ownership, +1 more

5 terms

distribution in kind financial

"the Master Fund effected a distribution in kind of 5,200,000 shares"

Segregated Shares financial

"entitled to receive 1,145,542 shares of common stock (the "Segregated Shares")"

Voting Agreement financial

"The Reporting Persons are party to certain agreements with the Voting Agreement Members"

beneficial ownership financial

"shall be deemed to constitute an admission ... that it is the beneficial owner of any Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Series A Preferred Stock financial

"shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

BATTALION OIL CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

07134L107

(CUSIP Number)

Jonathan Barrett
Carlos Treistman, 1811 Bering Drive, Suite 400
Houston, TX, 77057
212-424-2868

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 07134L107

1

Name of reporting person

LUMINUS MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,574,690.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,574,690.00

11

Aggregate amount beneficially owned by each reporting person

13,574,690.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.3 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

1. The number of shares reported above includes (i) 1,069,455 shares of Common Stock owned directly by Master Fund, (ii) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3), (iv) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund pursuant to the Series A-2 Purchase Agreement (as discussed in Item 3), (v) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock issued to Master Fund pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi) 2,052,473 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-4 Preferred Stock issued to Master Fund pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed. The Reporting Persons are party to certain agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person. 2. Percentage based on (i) 22,018,849 outstanding shares of Common Stock as of May 8, 2026, based on the number of shares outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 13, 2026, plus (ii) (a) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund, (b) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund, (d) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock owned directly by Master Fund, and (e) 2,052,473 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Master Fund.

SCHEDULE 13D

CUSIP Number(s): 07134L107

1

Name of reporting person

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,574,690.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,574,690.00

11

Aggregate amount beneficially owned by each reporting person

13,574,690.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. The number of shares reported above includes (i) 1,069,455 shares of Common Stock owned directly by Master Fund, (ii) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3), (iv) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund pursuant to the Series A-2 Purchase Agreement (as discussed in Item 3), (v) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock issued to Master Fund pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi) 2,052,473 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-4 Preferred Stock issued to Master Fund pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed. The Reporting Persons are party to certain agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person. 2. Percentage based on (i) 22,018,849 outstanding shares of Common Stock as of May 8, 2026, based on the number of shares outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 13, 2026, plus (ii) (a) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund, (b) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund, (d) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock owned directly by Master Fund, and (e) 2,052,473 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Master Fund.

SCHEDULE 13D

CUSIP Number(s): 07134L107

1

Name of reporting person

JONATHAN BARRETT

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,574,690.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,574,690.00

11

Aggregate amount beneficially owned by each reporting person

13,574,690.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. The number of shares reported above includes (i) 1,069,455 shares of Common Stock owned directly by Master Fund, (ii) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3), (iv) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund pursuant to the Series A-2 Purchase Agreement (as discussed in Item 3), (v) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock issued to Master Fund pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi) 2,052,473 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-4 Preferred Stock issued to Master Fund pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed. The Reporting Persons are party to certain agreements with the Voting Agreement Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person. 2. Percentage based on (i) 22,018,849 outstanding shares of Common Stock as of May 8, 2026, based on the number of shares outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 13, 2026, plus (ii) (a) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund, (b) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund, (d) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock owned directly by Master Fund, and (e) 2,052,473 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Master Fund.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: BATTALION OIL CORP
(c)	Address of Issuer's Principal Executive Offices: 820 GESSNER ROAD, SUITE 1100, Houston, TEXAS , 77024.
Item 4.	Purpose of Transaction
	As previously disclosed, March 24, 2026, the Master Fund effected a distribution in kind of 5,200,000 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 LEP Offshore (through LILP, an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 391,694 Shares, and LCP Offshore, which received 91,930 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the 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. From April 9, 2026 to May 21, 2026, the Master Fund distributed 557,494 shares of common stock to certain Non Returners who provided their information. The Master Fund can, in its discretion, sell the remaining Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the remaining Segregated Shares to the Non Returners who provide their requisite information.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on (i) 22,018,849 outstanding shares of Common Stock as of May 8, 2026, based on the number of shares outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 13, 2026, plus (ii) (a) 2,361,487 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock issued to Master Fund, (b) 3,962,723 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund, (c) 2,160,226 shares of Common Stock issuable upon conversion or redemption of 9,408 shares of Series A-2 Preferred Stock issued to Master Fund, (d) 1,968,326 shares of Common Stock issuable upon conversion or redemption of 9,835 shares of Series A-3 Preferred Stock owned directly by Master Fund, and (e) 2,052,473 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Master Fund. Due to the nature of the Voting Agreement, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a "group" (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
(c)	Except as set forth herein, no transactions in the Common Stock were effected during the past sixty days by any Reporting Person.
(d)	No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LUMINUS MANAGEMENT, LLC

Signature:	/s/ Jonathan Barrett
Name/Title:	Jonathan Barrett/President
Date:	05/22/2026

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.

Signature:	/s/ Jonathan Barrett
Name/Title:	Jonathan Barrett/President
Date:	05/22/2026

JONATHAN BARRETT

Signature:	/s/ Jonathan Barrett
Name/Title:	Jonathan Barrett/President
Date:	05/22/2026

FAQ

What ownership stake in Battalion Oil (BATL) does Luminus report in this Schedule 13D/A?

Luminus and related reporting persons report beneficial ownership of 13,574,690 Battalion Oil common shares, equal to 39.3% of the class. This percentage is based on 22,018,849 shares outstanding plus shares issuable upon conversion of several series of preferred stock held by the Master Fund.

How is the 13,574,690-share BATL position by Luminus constructed?

The position includes 1,069,455 common shares owned directly by the Master Fund and additional common shares issuable from Series A, A‑1, A‑2, A‑3 and A‑4 preferred stock. These preferred holdings are convertible or redeemable into 2,361,487, 3,962,723, 2,160,226, 1,968,326 and 2,052,473 common shares, respectively.

What was the 5,200,000-share distribution in kind described for Battalion Oil (BATL)?

On March 24, 2026, the Master Fund effected a distribution in kind of 5,200,000 Battalion Oil shares. These went to two feeder funds and two affiliates with economic interests in the Master Fund, delivering stock directly rather than cash to those entities’ investors via illiquid certificates.

What are the "Segregated Shares" referenced in the Luminus Schedule 13D/A for BATL?

Segregated Shares are 1,145,542 Battalion Oil shares allocated to certificate holders who did not respond, could not accept, or chose not to participate in the distribution. The Master Fund retains voting and disposition power, but no economic interest, holding them for the benefit of these Non Returners.

What can the Master Fund do with the remaining Segregated Shares of Battalion Oil (BATL)?

The Master Fund may, in its discretion, sell remaining Segregated Shares on behalf of Non Returners and/or make one or more further distributions in kind. From April 9, 2026 to May 21, 2026, it already distributed 557,494 shares to Non Returners who provided required information.

How is the 39.3% beneficial ownership in BATL calculated in this filing?

The 39.3% figure is based on 22,018,849 Battalion Oil common shares outstanding as of May 8, 2026, plus shares issuable on conversion or redemption of the Series A, A‑1, A‑2, A‑3 and A‑4 preferred stock held by the Master Fund, as detailed in the filing’s footnotes.

Do Luminus and its affiliates claim group status with other Battalion Oil shareholders?

The filing notes that, due to a Voting Agreement, the reporting persons may be deemed members of a Section 13(d) "group" with Voting Agreement Members. However, they expressly disclaim beneficial ownership of any shares held by Voting Agreement Members and do not affirm membership in any such group.