Form 8-K

8-K — BATTALION OIL CORP

Accession: 0001104659-26-094942

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001282648

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — batl-20260812x8k.htm (Primary)

EX-99.1 (batl-20260812xex99d1.htm)

GRAPHIC (batl-20260812xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: batl-20260812x8k.htm · Sequence: 1

Battalion Oil Corp_August 12, 2026

0001282648false00012826482026-08-122026-08-12

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): August 12, 2026

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-35467

20-0700684

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

820 Gessner Road

Suite 1100

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 2.02

Results of Operations and Financial Condition.

On August 12, 2026, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s second quarter 2026 financial results. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains certain measures discussed below that may be deemed “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In each case, the most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP measures is also included in the press release.

Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

From time to time management discloses net income (loss) and earnings per share excluding selected items as well as EBITDA, LTM EBITDA, cash flow from operations, general and administrative expenses adjusted for selected items. These measures are presented based on management’s belief that these non-GAAP measures enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods. These measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flow from operations, as defined by GAAP. These measures may not be comparable to similarly named non-GAAP measures that other companies may use and may not be useful in comparing the performance of those companies to our performance.

Item 8.01

Other Events.

The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 by Battalion Oil Corporation dated August 12, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

August 12, 2026

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

EX-99.1

Filename: batl-20260812xex99d1.htm · Sequence: 2

Exhibit 99.1

Battalion Oil Corporation Announces Second Quarter 2026 Financial and Operating Results

HOUSTON, TEXAS – August 12, 2026 – Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the second quarter of 2026.

Key Highlights

● The Company ended the quarter with positive equity of $203.1 million.

● Generated second quarter 2026 sales volumes of 12,407 barrels of oil equivalent per day (“Boe/d”) (~45% oil, 70% liquids)

● Lease operating and workover expense per BOE reduced by ~12% vs Q1 2026

● Placed 17.4 million shares of common stock under its ATM program for net proceeds of $30.3 million during Q2 2026 and an additional 14.9 million shares for net proceeds of $25.6 million subsequent to quarter end. The proceeds have allowed the Company to:

o Reduce net debt (gross debt less cash and reinvestment proceeds) to $74.2 million vs $108.3 million in Q1 2026 and leverage ratio to 1.36x in Q2 2026 vs 1.79x in Q1 2026

o Complete a refinancing of its term loan yielding interest payment savings and reduced amortization

o Redeem and convert a portion of its outstanding preferred equity subsequent to quarter end - preferred liquidation value of $42 million was extinguished for $19 million in cash and 3.5 million common shares

● Completed preparations for drilling under new joint exploration and development agreement with drilling expected to commence prior to end of August 2026

Management Comments

The Company continued to execute across all facets of its business during the second quarter of 2026, advancing its Monument Draw development program while further strengthening its balance sheet. In April 2026, the Company completed midstream expansion projects at Monument Draw ahead of schedule and approximately 8% under budget, driving a 20% increase in gas throughput and record well productivity. Later in April, the Company secured an additional 50% of sour gas compression capacity at Monument Draw, increasing gas handling capacity from 35 MMcf/d to more than 50 MMcf/d at no capital cost to Battalion, positioning the Company for continued production growth. In May 2026, the Company established a $150 million at-the-market (“ATM”) equity offering program, providing an efficient source of additional liquidity. The Company executed a definitive joint exploration and development agreement for up to eight wells in Monument Draw, with an initial four-well pad targeting the 3rd Bone Spring, Wolfcamp A and Wolfcamp B formations. This program is expected to spud in August 2026. On June 30, 2026, the Company closed a refinancing of its senior secured credit facility, extending the maturity to December 31, 2029, replacing the prior leverage-based pricing grid with a fixed margin of 6.50% over SOFR, and providing access to up to $175.0 million of additional delayed draw capacity.

“The second quarter of 2026 was extremely active. We exhibited significant progress across every part of our business,” said Matt Steele, Chief Executive Officer of Battalion. “Our midstream investments at

Monument Draw came in ahead of schedule and under budget, and we are already seeing the benefit in record well productivity and increased throughput capacity. Additional compression secured during the quarter will further improve reliability starting in mid-Q3 and support production growth from our active drilling program. Establishing our ATM program gave us an efficient tool to continue strengthening the balance sheet. The ATM proceeds, asset sales, and free cash flow from the underlying business have allowed us to significantly reduce net debt. We are now under 1.5x levered – something the Company has never previously achieved. Given the improved balance sheet, we plan to judiciously utilize the limited shares available in our ATM going forward. Executing our joint exploration and development agreement in Monument Draw is the culmination of months of work and allows us to transition to multi-bench development while prudently deploying capital within cash on hand. Closing our refinancing at quarter end meaningfully lowers our cost of capital and enhances our financial flexibility as we move into this next phase of development at Monument Draw. The Company has never been in a stronger financial and operational position. In fact, we were recently able to utilize cash on hand to opportunistically buy back a portion of our preferred stock at a substantial discount to its par value from a holder seeking liquidity. Going forward, we will continue to focus on disciplined execution and creation of value for our shareholders.”

Results of Operations

Average daily net production and total operating revenue during the second quarter of 2026 were 12,407 Boe/d (45% oil) and $48.1 million, respectively, as compared to production and revenue of 12,989 Boe/d (49% oil) and $42.8 million, respectively, during the second quarter of 2025. The increase in revenues in the second quarter of 2026 as compared to the second quarter of 2025 is primarily attributable to a $6.48 increase per Boe in average realized prices (excluding the impact of hedges) partially offset by an approximate 582 Boe/d decrease in average daily production. Excluding the impact of hedges, Battalion realized approximately 104% of the average NYMEX oil price during the second quarter of 2026. Realized hedge losses totaled approximately $7.8 million during the second quarter of 2026.

Lease operating and workover expense was $8.69 per Boe in the second quarter of 2026 versus $10.98 per Boe in the second quarter of 2025. The decrease in lease operating and workover expense per Boe year-over-year is primarily the result of lower maintenance, power, and chemical costs and lower workover activity. Gathering and other expenses were $10.87 per Boe in the second quarter of 2026 versus $9.27 per Boe in the second quarter of 2025. The increase in gathering and other expenses per Boe is primarily related to greater throughput volumes resulting from entry into a long-term processing agreement with a publicly traded large-cap midstream provider in January 2026. General and administrative expenses were $3.60 per Boe in the second quarter of 2026 compared to $2.17 per Boe in the second quarter of 2025. The increase in general and administrative expenses for the second quarter of 2026 is primarily due to higher professional fees including legal costs and increased stock compensation expense. Excluding non-recurring charges, general and administrative expenses would have been $2.83 per Boe in the second quarter of 2026 compared to $2.11 per Boe in the second quarter of 2025.

For the second quarter of 2026, the Company reported net income available to common stockholders of $9.1 million and net income of $0.34 per share available to common stockholders. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the second quarter of 2026 of $4.9 million or an adjusted diluted net loss of $0.11 per common share compared to an adjusted diluted net loss available to common stockholders for the second quarter of 2025 of $10.6 million or an adjusted diluted net loss of $0.65 per common share (see Reconciliation for additional information). Adjusted EBITDA during the quarter ended June 30, 2026 was $12.3 million as compared to $18.1 million during the quarter ended June 30, 2025 (see Adjusted EBITDA Reconciliation table for additional information).

Liquidity and Balance Sheet

As of June 30, 2026, the Company had $162.5 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents and reinvestment proceeds of $88.4 million.

On June 30, 2026, the Company entered into the Third Amended and Restated Senior Secured Credit Agreement (the “New Credit Agreement”) which amended and restated in its entirety the Second Amended and Restated Senior Secured Credit Agreement dated December 26, 2024, as amended (the "Existing Credit Agreement"). Outstanding term loans under the Existing Credit Agreement continued under the New Credit Agreement as closing date term loans, against a maximum closing date term loan commitment of $162.5 million and no new cash borrowing.

Key terms of the New Credit Agreement include:

Interest Rate: SOFR plus a fixed applicable margin of 6.50% per annum (or ABR plus 5.50%), along with a 0.15% credit spread adjustment. The fixed margin replaces the leverage-based pricing grid under the Existing Credit Agreement, under which the SOFR margin ranged from 7.75% to 8.50% depending on the Company's Total Net Leverage Ratio.

Maturity: December 31, 2029.

Delayed Draw Facility: Up to $175.0 million of discretionary delayed draw term loan capacity, available on an uncommitted basis and subject to each lender's sole discretion to provide commitments.

Amortization: Scheduled quarterly principal amortization commences with the fiscal quarter ending June 30, 2027.

Financial Covenants: Includes maintenance covenants relating to Total Net Leverage Ratio, Current Ratio, Asset Coverage Ratio and minimum Liquidity, each commencing with the fiscal quarter ending September 30, 2026.

For additional details on liquidity, financial position, and recent developments, please refer to Management’s Discussion and Analysis included in Battalion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as "expects", "believes", "intends", "anticipates", "plans", "estimates", “projects,” "potential", "possible", or "probable" or statements that certain actions, events or results "may", "will", "should", or "could" be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC's website at www.sec.gov or through the Company's website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company's expectations.

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

Matthew B. Steele

Chief Executive Officer & Principal Financial Officer

832-538-0300

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Operating revenues:

Oil, natural gas and natural gas liquids sales:

Oil

49,152

36,291

85,434

75,991

Natural gas

(6,904)

935

(8,397)

3,758

Natural gas liquids

5,730

5,350

10,003

10,212

Total oil, natural gas and natural gas liquids sales

47,978

42,576

87,040

89,961

Other

151

236

263

326

Total operating revenues

48,129

42,812

87,303

90,287

Operating expenses:

Production:

Lease operating

9,189

10,670

19,283

21,028

Workover and other

622

2,309

1,640

3,742

Taxes other than income

2,981

2,522

5,305

5,322

Gathering and other

12,268

10,958

23,518

22,958

General and administrative

4,066

2,567

8,326

6,980

Depletion, depreciation and accretion

12,222

13,939

24,584

27,019

Total operating expenses

41,348

42,965

82,656

87,049

Income (loss) from operations

6,781

(153)

4,647

3,238

Other income (expenses):

Net gain (loss) on derivative contracts

13,051

11,548

(34,913)

20,850

Interest expense and other

(4,324)

(6,599)

(9,841)

(13,269)

Loss on extinguishment of debt

—

(862)

—

Total other income (expenses)

8,727

4,949

(45,616)

7,581

Income (loss) before income taxes

15,508

4,796

(40,969)

10,819

Income tax benefit (provision)

—

Net income (loss)

15,508

4,796

(40,969)

10,819

Preferred dividends

—

(8,270)

(8,331)

(20,090)

Undistributed earnings allocable to preferred stockholders

(6,434)

—

Net income (loss) available to common stockholders

9,074

(3,474)

(49,300)

(9,271)

Net income (loss) per share of common stock available to common stockholders:

Basic

0.34

(0.21)

(2.25)

(0.56)

Diluted

0.34

(0.21)

(2.25)

(0.56)

Weighted average common shares outstanding:

Basic

26,430

16,457

21,947

16,457

Diluted

45,172

16,457

21,947

16,457

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)

June 30, 2026

December 31, 2025

Current assets:

Cash and cash equivalents

83,097

27,965

Accounts receivable, net

14,406

12,071

Assets from derivative contracts

4,229

16,145

Restricted cash

5,294

Prepaids and other

462

892

Total current assets

107,488

57,164

Oil and natural gas properties (full cost method):

Evaluated

833,063

890,050

Unevaluated

54,334

48,025

Gross oil and natural gas properties

887,397

938,075

Less: accumulated depletion

(572,058)

(547,982)

Net oil and natural gas properties

315,339

390,093

Other operating property and equipment:

Other operating property and equipment

4,682

4,678

Less: accumulated depreciation

(2,843)

(2,807)

Net other operating property and equipment

1,839

1,871

Other noncurrent assets:

Assets from derivative contracts

3,729

7,350

Operating lease right of use assets

666

840

Other assets

3,524

3,360

Total assets

432,585

460,678

Current liabilities:

Accounts payable and accrued liabilities

39,898

39,734

Liabilities from derivative contracts

6,667

633

Current portion of long-term debt

2,031

22,510

Operating lease liabilities

484

764

Total current liabilities

49,080

63,641

Long-term debt, net

156,208

180,955

Other noncurrent liabilities:

Liabilities from derivative contracts

6,194

1,692

Asset retirement obligations

17,749

20,837

Operating lease liabilities

216

104

Commitments and contingencies

Temporary equity:

Redeemable convertible preferred stock: 138,000 shares

of $0.0001 par value authorized, issued and outstanding,

$193,757 aggregate liquidation preference at December 31, 2025

—

226,241

Stockholders' equity (deficit):

Redeemable convertible preferred stock: 130,197 shares

of $0.0001 par value authorized, issued and outstanding,

$198,276 aggregate liquidation preference at June 30, 2026

221,185

—

Common stock: 100,000,000 shares of $0.0001 par value authorized;

38,892,112 and 16,456,563 shares issued and outstanding at

June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

295,914

240,202

Accumulated deficit

(313,965)

(272,996)

Total stockholders' equity (deficit)

203,138

(32,792)

Total liabilities, temporary equity and stockholders' equity

432,585

460,678

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Cash flows from operating activities:

Net income (loss)

15,508

4,796

(40,969)

10,819

Adjustments to reconcile net income (loss) to net cash

provided by operating activities:

Depletion, depreciation and accretion

12,222

13,939

24,584

27,019

Stock-based compensation, net

421

—

421

(109)

Unrealized gain on derivative contracts

(20,865)

(7,248)

26,072

(19,076)

Amortization of deferred financing costs

264

397

612

792

Loss on extinguishment of debt

—

862

—

Accrued settlements on derivative contracts

(30)

2,395

(537)

Other

109

Cash flows from operations before changes in working capital

7,525

11,963

13,984

19,017

Changes in working capital

1,253

(1,758)

(3,101)

3,919

Net cash provided by operating activities

8,778

10,205

10,883

22,936

Cash flows from investing activities:

Oil and natural gas capital expenditures

(4,205)

(33,290)

(7,818)

(53,090)

Proceeds received from sale of oil and natural gas assets

—

60,055

—

Other operating property and equipment capital expenditures

—

(8)

—

(14)

Other

(9)

(64)

(14)

(370)

Net cash (used in) provided by investing activities

(4,214)

(33,362)

52,223

(53,474)

Cash flows from financing activities:

Proceeds from borrowings

—

63,000

Repayments of borrowings

—

(5,652)

(45,635)

(5,678)

Debt issuance costs

(407)

(138)

(1,064)

(1,875)

Proceeds from issuance of common stock

29,903

—

43,928

—

Net cash provided by (used in) financing activities

29,496

(5,790)

(2,771)

55,447

Net increase (decrease) in cash, cash equivalents and restricted cash

34,060

(28,947)

60,335

24,909

Cash, cash equivalents and restricted cash at beginning of period

54,331

73,659

28,056

19,803

Cash, cash equivalents and restricted cash at end of period

88,391

44,712

88,391

44,712

BATTALION OIL CORPORATION

SELECTED OPERATING DATA (Unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Production volumes:

Crude oil (MBbls)

510

584

1,038

1,153

Natural gas (MMcf)

2,012

2,136

4,066

3,935

Natural gas liquids (MBbls)

283

242

546

444

Total (MBoe)

1,129

1,182

2,262

2,253

Average daily production (Boe/d)

12,407

12,989

12,497

12,448

Average prices:

Crude oil (per Bbl)

96.38

62.14

82.31

65.91

Natural gas (per Mcf)

(3.43)

0.44

(2.07)

0.96

Natural gas liquids (per Bbl)

20.25

22.11

18.32

23.00

Total per Boe

42.50

36.02

38.48

39.93

Cash effect of derivative contracts:

Crude oil (per Bbl)

(24.63)

1.04

(15.70)

(2.93)

Natural gas (per Mcf)

2.36

1.73

1.83

1.31

Natural gas liquids (per Bbl)

—

Total per Boe

(6.92)

3.64

(3.91)

0.79

Average prices computed after cash effect of settlement of derivative contracts:

Crude oil (per Bbl)

71.75

63.18

66.61

62.98

Natural gas (per Mcf)

(1.07)

2.17

(0.24)

2.27

Natural gas liquids (per Bbl)

20.25

22.11

18.32

23.00

Total per Boe

35.58

39.66

34.57

40.72

Average cost per Boe:

Production:

Lease operating

8.14

9.03

8.52

9.33

Workover and other

0.55

1.95

0.73

1.66

Taxes other than income

2.64

2.13

2.35

2.36

Gathering and other

10.87

9.27

10.40

10.19

General and administrative, as adjusted (1)

2.83

2.11

2.92

2.54

Depletion

10.62

11.47

10.64

11.64

(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:

General and administrative:

General and administrative, as reported

3.60

2.17

3.68

3.10

Stock-based compensation:

Non-cash

(0.37)

(0.19)

(0.02)

Non-recurring charges and other:

Cash

(0.40)

(0.06)

(0.57)

(0.54)

General and administrative, as adjusted(2)

2.83

2.11

2.92

2.54

Total operating costs, as reported

25.80

24.55

25.68

26.64

Total adjusting items

(0.77)

(0.06)

(0.76)

(0.56)

Total operating costs, as adjusted(3)

25.03

24.49

24.92

26.08

(2) General and administrative, as adjusted, is a non-GAAP measure that excludes non-cash stock-based compensation charges relating to equity awards under our incentive stock plan, as well as other cash charges associated with non-recurring charges and other. The Company believes that it is useful to understand the effects that these charges have on general and administrative expenses and total operating costs and that exclusion of such charges is useful for comparison to prior periods.

(3) Represents lease operating expense, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in the reconciliation above.

BATTALION OIL CORPORATION

RECONCILIATION (Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

As Reported:

Net income (loss) available to common stockholders - diluted (1)

15,508

(3,474)

(49,300)

(9,271)

Impact of Selected Items:

Unrealized (gain) loss on derivatives contracts:

Crude oil

(22,813)

(16,782)

26,995

(22,326)

Natural gas

1,948

9,534

(923)

3,250

Total mark-to-market non-cash charge

(20,865)

(7,248)

26,072

(19,076)

Loss on extinguishment of debt

—

862

—

Non-recurring charges

454

1,289

1,222

Selected items, before income taxes

(20,411)

(7,175)

28,223

(17,854)

Income tax effect of selected items

—

Selected items, net of tax

(20,411)

(7,175)

28,223

(17,854)

Net loss available to common stockholders, as adjusted (2)

(4,903)

(10,649)

(21,077)

(27,125)

Diluted net income (loss) per common share, as reported

0.34

(0.21)

(2.25)

(0.56)

Impact of selected items

(0.45)

(0.44)

1.29

(1.09)

Diluted net loss per common share, excluding selected items (2)(3)

(0.11)

(0.65)

(0.96)

(1.65)

Net cash provided by operating activities

8,778

10,205

10,883

22,936

Changes in working capital

(1,253)

1,758

3,101

(3,919)

Cash flows from operations before changes in working capital

7,525

11,963

13,984

19,017

Cash components of selected items

484

(1,106)

1,759

Income tax effect of selected items

—

Cash flows from operations before changes in working capital, adjusted for selected items (1)

8,009

12,013

12,878

20,776

(1) Amount reflects net (loss) income available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 14, Earnings Per Share in our Form 10-K for the year ended December 31, 2025.

(2) Net (loss) income per share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management's belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

(3) The impact of selected items for the three and six months ended June 30, 2026 were calculated based upon weighted average diluted shares of 45.2 and 21.9 million, respectively, due to the net income (loss) available to common stockholders, excluding selected items. The impact of selected items for the three and six months ended June 30, 2025 were calculated based upon weighted average diluted shares of 16.5 million due to the net loss available to common stockholders, excluding selected items

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net income (loss), as reported

15,508

4,796

(40,969)

10,819

Impact of adjusting items:

Interest expense

5,124

7,341

10,965

14,530

Depletion, depreciation and accretion

12,222

13,939

24,584

27,019

Stock-based compensation

421

Interest income

(612)

(764)

(936)

(1,343)

Loss on extinguishment of debt

—

862

—

Unrealized gain on derivatives contracts

(20,865)

(7,248)

26,072

(19,076)

Non-recurring charges and other

454

1,289

1,222

Adjusted EBITDA(1)

12,252

18,137

22,288

33,219

(1) Adjusted EBITDA is a non-GAAP measure, which is presented based on management's belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)

Three Months

Ended

June 30, 2026

March 31, 2026

December 31, 2025

September 30, 2025

Net income (loss), as reported

15,508

(56,477)

1,795

(735)

Impact of adjusting items:

Interest expense

5,124

5,841

6,987

7,318

Depletion, depreciation and accretion

12,222

12,362

11,603

13,522

Asset impairment

—

1,072

—

Stock-based compensation

421

—

Interest income

(612)

(324)

(414)

(503)

Loss on extinguishment of debt

—

862

—

Unrealized (gain) loss on derivatives contracts

(20,865)

46,937

(9,313)

(1,044)

Non-recurring charges and other

454

835

1,631

324

Adjusted EBITDA(1)

12,252

10,036

13,361

18,882

Adjusted LTM EBITDA(1)

54,531

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)

Three Months

Ended

June 30, 2025

March 31, 2025

December 31, 2024

September 30, 2024

Net income (loss), as reported

4,796

6,023

(22,202)

21,628

Impact of adjusting items:

Interest expense

7,341

7,189

6,135

6,873

Depletion, depreciation and accretion

13,939

13,080

14,155

12,533

Asset impairment

—

18,511

—

Stock-based compensation

Interest income

(764)

(579)

(278)

(509)

Loss on extinguishment of debt

—

7,489

—

Unrealized (gain) loss on derivatives contracts

(7,248)

(11,828)

1,648

(28,091)

Change in fair value of embedded derivative liability

—

(761)

Merger Termination Payment

—

(10,000)

—

Non-recurring charges and other

1,149

3,310

978

Adjusted EBITDA(1)

18,137

15,082

18,019

13,458

Adjusted LTM EBITDA(1)

64,696

(1) Adjusted EBITDA is a non-GAAP measure, which is presented based on management's belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net income (loss). This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

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Document and Entity Information

Aug. 12, 2026

Document and Entity Information [Abstract]

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Aug. 12, 2026

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Battalion Oil Corp

Entity Incorporation, State or Country Code

Entity File Number

001-35467

Entity Tax Identification Number

20-0700684

Entity Address, Address Line One

820 Gessner RoadSuite 1100

Entity Address, City or Town

Houston

Entity Address State Or Province

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City Area Code

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