SCHEDULE: Luminus Management Discloses 43.4% Stake in Battalion Oil

Luminus Management, LLC and its affiliates have amended their Schedule 13D filing to report a combined beneficial ownership of 43.4% of Battalion Oil Corp.'s common stock, including shares issuable upon conversion of preferred stock.

Summary

• Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd., and Jonathan Barrett (collectively, the "Reporting Persons") have filed an amendment to their Schedule 13D, reporting a beneficial ownership of 14,132,184 shares of Battalion Oil Corp. common stock.
• This represents approximately 43.4% of the outstanding common stock, calculated based on 18,256,563 shares outstanding as of March 18, 2026, plus convertible preferred stock.
• The reported shares include directly owned stock and shares issuable upon conversion or redemption of various series of Series A Preferred Stock.
• The filing also notes that the Reporting Persons may be deemed members of a "group" with "Voting Agreement Members" due to certain agreements, though they expressly disclaim beneficial ownership of shares held by these members and do not affirm group membership.
• A distribution in kind of 5,200,000 shares of common stock was previously effected by the Master Fund on March 24, 2026, to feeder funds and affiliates.
• A portion of these shares (Segregated Shares) were not distributed due to certificate holders not responding or being unable to accept delivery. The Master Fund continues to hold these shares for the benefit of the non-participating holders.
• On April 2, 2026, the Master Fund distributed an additional 379,559 shares to some of these non-returning holders.
• The Master Fund retains discretion to sell or distribute the remaining Segregated Shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly negative due to the administrative complexities surrounding undistributed shares and the explicit disclaimers of group membership, which can indicate potential underlying disagreements or strategic caution.

Positives

• Luminus Management and its affiliates hold a significant stake (43.4%) in Battalion Oil Corp., indicating substantial investment and potential influence.
• The filing details the conversion of various preferred stock series into common stock, demonstrating a clear path to increased common stock ownership.
• A portion of the distributed shares were successfully transferred to non-returning holders on April 2, 2026, resolving some of the outstanding distribution matters.

Negatives

• A significant number of shares (Segregated Shares) remain undistributed due to certificate holders' non-responsiveness or inability to accept delivery, creating an unresolved administrative issue.
• The Reporting Persons expressly disclaim beneficial ownership of shares held by "Voting Agreement Members" and do not affirm group membership, suggesting potential complexities in their relationship and voting power.
• The filing is an amendment to a Schedule 13D, indicating ongoing changes or updates to ownership and potentially signaling active engagement or strategic shifts by the reporting persons.

Risks

• Potential for disputes or complications arising from the undistributed "Segregated Shares" held by the Master Fund for the benefit of non-participating certificate holders.
• The possibility of the Reporting Persons being deemed members of a "group" with "Voting Agreement Members" could lead to regulatory scrutiny or impact their strategic flexibility.
• The significant ownership stake held by Luminus Management could lead to activist investor actions or proxy contests if their objectives diverge from the company's management or other shareholders.

Future Outlook

The Master Fund retains discretion to sell the remaining Segregated Shares on behalf of the Non Returners or make further distributions in kind to those who provide the requisite information.

Management Comments

• "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 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..."
• "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."

Industry Context

StockSavvy.ai notes that significant ownership stakes and potential 'group' formations are common in the energy sector, particularly during periods of consolidation or strategic repositioning. This filing highlights active investor engagement with Battalion Oil Corp.

Related Party Transactions

• Distribution of 5,200,000 shares of common stock by the Master Fund to its two feeder funds (Luminus Energy Partners QP, LP and LEP Offshore) and two affiliates (LCP Onshore and LCP Offshore) on March 24, 2026.

Stakeholder Impact

• Shareholders: The significant ownership by Luminus Management could influence corporate strategy and governance decisions. The potential for future share distributions or sales could impact market dynamics.
• Non-participating Certificate Holders: These individuals or entities have not yet received their allocated shares and are subject to the Master Fund's discretion regarding future distribution or sale of these 'Segregated Shares'.
• Company Management: The substantial stake may increase scrutiny from Luminus Management and potentially lead to pressure for strategic changes or board representation.

Next Steps

• The Master Fund may sell or distribute the remaining Segregated Shares.
• Non-returning certificate holders may provide requisite information to receive their distributed shares.

Key Dates

Recommendation

This filing primarily concerns ownership and the mechanics of share distribution, rather than operational or financial performance. While the significant stake held by Luminus Management is noteworthy, the lack of new financial data or strategic initiatives prevents a strong buy or sell recommendation. A 'hold' is appropriate pending further information on Battalion Oil Corp.'s performance and Luminus Management's future intentions.

Keywords

Battalion Oil Corp, Schedule 13D, Luminus Management, Luminus Energy Partners Master Fund, Jonathan Barrett, Beneficial Ownership, Common Stock, Preferred Stock, SEC Filing, Shareholder, Investment, Energy Sector