8-K
Battalion Oil Corp (BATL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K ****
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): **** March 10, 2026
Battalion Oil Corp oration
(Exact name of registrant as specified in its charter)
| Delaware | 001-35467 | 20-0700684 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 820 Gessner Road Suite 1100<br>Houston , Texas | 77024 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( 832 ) 538-0300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
◻ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
◻ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock par value $0.0001 | BATL | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ◻
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
| Item 1.01 | Entry into a Material Definitive Agreement |
|---|
On March 10, 2026, Battalion Oil Corporation (the “Company”), together with a wholly owned subsidiary, entered into a Purchase and Sale Agreement (the “PSA”) with RoadRunner Resource Holding LLC (formerly Sundown Energy LP) (“Sundown”) to acquire approximately 7,090 net acres of oil and gas assets located in Ward County, Texas (the “Assets”). The effective date of the proposed sale is March 1, 2026 (the “Effective Date”). The transaction is expected to close on or before March 24, 2026 (the “Closing Date”).
Under the PSA, the Company agreed to issue 485,000 shares of its common stock, par value $0.0001 per share (the “Purchase Price Shares”), to Sundown as consideration for the Assets. The PSA further provides that the Purchase Price is subject to customary adjustments, by way of a cash payment from either party, including to account for certain expenses and revenues attributable to the period between the Effective Date and the Closing Date.
The issuance of the Purchase Price Shares will be made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares shall constitute “restricted securities” as defined in Rule 144 under the Securities Act and will be subject to transfer limitations, including a 60-day lock-up period.
The Company and Sundown each make representations and warranties in the PSA that are customary for a transaction of this nature. The completion of the acquisition of Assets is subject to customary closing conditions and certain approvals, including by the Company’s disinterested directors.
| Item 3.02 | Unregistered Sales of Equity Securities |
|---|
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
| Item 7.01 | Regulation FD Disclosure |
|---|
On March 10, 2026, the Company issued a press release to announce the acquisition of Assets described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:
| Exhibit No. | **** | Description |
|---|---|---|
| 99.1 | | Press Release issued March 10, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BATTALION OIL CORPORATION | ||
|---|---|---|
| March 13, 2026 | By: | /s/ Matthew B. Steele |
| Name: | Matthew B. Steele | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Battalion Oil Expands Monument Draw Position With Strategic Acquisition from Sundown Energy
March 10, 2026 12:30 ET | Source: Battalion Oil Corporation
Houston, Texas, March 10, 2026 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced that it has entered into a Purchase and Sale Agreement (“PSA”) to acquire certain oil and gas assets, comprising 7,090 net acres located in Ward County, Texas (the “Assets”), from RoadRunner Resource Holding LLC (formerly, Sundown Energy LP, “Sundown”), in an all-stock transaction.
Under the terms of the PSA, Battalion will issue 485,000 shares of its common stock to Sundown in exchange for the Assets. The acquired leases directly adjoin Battalion’s existing Monument Draw position, substantially enhancing the Company’s continuous and operationally efficient footprint in the region. The effective date of the proposed acquisition is March 1, 2026.
The transaction is subject to customary closing adjustments & conditions, registrations rights, and regulatory approvals.
Transaction Highlights & Strategic Rationale:
| ● | Highly Contiguous Footprint: Adds 7,090 acres that tie seamlessly into the Company's Monument Draw asset, allowing for optimized long-lateral development and operational efficiencies. |
|---|---|
| ● | Meaningfully Improves Drilling Inventory: Expected to add 30 high-quality net locations targeting the prolific Wolfcamp A, Wolfcamp B, and 3rd Bone Spring formations. |
| --- | --- |
| ● | Immediate Production and Proven Geology: Includes Sundown’s ownership interest in an existing Battalion-operated well on the footprint, contributing an estimated value of approximately $700,000 on a 10% discounted net present value basis. |
| --- | --- |
| ● | Capital-Efficient Infrastructure: Development of the newly acquired acreage will benefit directly from Battalion's recent acid gas treating agreement with Targa Resources, which secures ample sour gas treatment capacity to support future development on this acreage. |
| --- | --- |
Battalion and Sundown previously partnered on this acreage under a joint venture agreement. As the operator during that JV, Battalion drilled and evaluated the acreage, giving the Company high confidence in the asset's subsurface characteristics and expected well performance.
“We are excited to announce this strategic, all-stock transaction with Sundown,” said Matt Steele, Chief Executive Officer of Battalion Oil Corporation. “Having previously operated and drilled on this exact acreage during our joint venture, we have seen the exceptional well results firsthand. Consolidating this contiguous
acreage into our Monument Draw position is a natural fit. Furthermore, our recent sour gas treating agreement with Targa means we have the infrastructure in place to efficiently develop these assets.”
Forward-Looking Statements
This press release includes forward-looking statements as defined by U.S. securities laws. These statements are not historical facts and often include words like “expects,” “believes,” “plans,” “estimates,” “may,” “will,” or similar expressions. They cover topics such as future production, financial condition, capital spending, and strategic plans. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ significantly. Key risks are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other filings with the Securities and Exchange Commission (SEC), available at www.sec.gov or on the Company’s website at www.battalionoil.com. Readers are cautioned not to rely too heavily on these forward-looking statements, which speak only as of the date of this release. The Company does not undertake any obligation to update these statements in light of new information or future events.
About Battalion
Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.
Contact
BATTALION OIL CORPORATION
Matthew B. Steele Chief Executive Officer 832-538-0300 | www.battalionoil.com