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 19, 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 2.01 | Completion of Acquisition or Disposition of Assets |
|---|
On March 19, 2026, Battalion Oil Corporation (the “Company”) closed its previously announced Purchase and Sale Agreement (“PSA”) with RoadRunner Resource Holding LLC (formerly Sundown Energy LP, “Sundown”) to acquire approximately 7,090 net acres in Ward County, Texas. The transaction was completed as an all‑stock deal, with Battalion issuing 485,000 shares of its common stock to Sundown, subject to customary closing adjustments. The acquisition is effective as of March 1, 2026.
| Item 7.01 | Regulation FD Disclosure |
|---|
On March 19, 2026, the Company issued a press release to announce closing of the acquisition of Assets described above in Item 2.01. 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 19, 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 19, 2026 | By: | /s/ Matthew B. Steele |
| Name: | Matthew B. Steele | |
| Title: | Chief Executive Officer |
3
Exhibit 99.1
Battalion Oil Closes Acquisition of Sundown Assets, Expands Monument Draw Position
March 19, 2026 5:20 ET | Source: Battalion Oil Corporation
Houston, Texas, March 19, 2026 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced that it has closed its previously announced Purchase and Sale Agreement to acquire certain oil and gas assets comprising 7,090 net acres in Ward County, Texas (the “Acquired Acreage”) from RoadRunner Resource Holding LLC (formerly Sundown Energy LP, “Sundown”). The deal was completed as an all-stock transaction, with Battalion issuing 485,000 shares of its common stock to Sundown in exchange for the Acquired Acreage, subject to customary closing adjustments.
The Acquired Acreage directly adjoins Battalion’s existing Monument Draw position (20,007 acres, below), expanding the Company’s continuous, highly operational footprint in the region (transaction area denoted in red outline below, 7,090 acres). The acquisition is effective as of March 1, 2026.
Battalion’s Combined Monument Draw Position (27,097 acres)
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 pleased to close this strategic, all-stock transaction with Sundown” said Matt Steele, Chief Executive Officer of Battalion Oil Corporation. “We have drilled and operated on this acreage under our previous joint venture, giving us a high degree of confidence in the subsurface and the future potential of these 35 new locations. Combining this acreage into our Monument Draw position strengthens our development runway, and with our sour gas treating solution now in place, we are well-positioned to develop this asset efficiently and at scale.”
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