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): ~~December~~January 1819, ~~2025~~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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

~~Agreement~~On January 23, 2026, Battalion Oil Corporation (the “Company”) issued a press release announcing several operational updates related to ~~Divest~~its ~~West~~gas ~~Quito~~treating ~~Draw~~arrangements ~~Properties~~and production performance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

OnExhibit ~~December 18,~~99.1 ~~2025,~~shall ~~certain~~not ~~subsidiaries~~be ofdeemed ~~Battalion~~to ~~Oil~~be ~~Corporation (the~~ “~~Company~~filed”) ~~entered~~for ~~into~~the anpurposes ~~Agreement~~ of ~~Sale~~Section ~~and~~18 ~~Purchase~~of (the ~~“Sale~~Securities ~~Agreement”)~~Exchange ~~with~~Act ~~MCM~~of ~~Delaware Resources~~1934, ~~LLC~~as ~~(“MCM”)~~amended, ~~pursuant to which the Company agreed to a sale of substantially all of its oil~~ and ~~natural~~will ~~gas~~not ~~properties~~be ~~and~~incorporated ~~related~~by ~~assets~~reference ininto ~~its~~any ~~West~~registration ~~Quito~~statement ~~Draw~~filed ~~area~~under ~~located in~~ the ~~Southern~~Securities ~~Delaware~~Act ~~Basin~~of ~~located in Ward County~~1933, ~~Texas~~as ~~(the “West Quito Assets”) for a total purchase price of approximately $62.59 million. The effective date of the proposed sale is December 1~~amended, ~~2025,~~unless ~~and~~specifically ~~the~~identified ~~Company~~therein ~~expects~~as tobeing ~~close~~incorporated ~~the~~therein ~~transaction~~by ~~in the first quarter of 2026~~reference.

~~The~~Item ~~sale properties include approximately 6,207 net acres located in Ward County, Texas. Proved reserves from these properties accounted for approximately~~ 8 ~~MMBoe, or approximately 12~~.401 %Other ~~of the Company’s 2024 Year End proved reserves.~~Events

~~The~~On January 19, 2026, the Company ~~intends~~terminated toits ~~use~~Gas ~~the~~Treating ~~net~~Agreement ~~proceeds~~(“GTA”) ~~from~~with Wink Amine Treater, LLC (“WAT”) following the ~~divestiture~~continued cessation of ~~the~~operations ~~West~~at ~~Quito~~WAT’s ~~Assets~~acid gas injection (“AGI”) facility, ifwhich ~~such~~has ~~transaction~~remained ~~closes~~offline since on or about August 11, 2025. Pursuant to ~~repay~~the ~~amounts~~terms ~~outstanding~~of ~~under~~the GTA, the Company’s ~~Senior~~exercised ~~Secured~~its ~~Credit~~contractual ~~Agreement~~right ~~and~~to ~~for~~terminate ~~general~~the ~~corporate~~agreement ~~purposes,~~due ~~including~~to ~~funding~~the ~~potential~~continued ~~acquisitions~~interruption ~~and~~in ~~planned drilling expenditures~~service.

~~The~~Following ~~purchase~~termination ~~price~~of isthe ~~subject~~GTA, tothe ~~adjustments~~Company ~~for~~entered ~~(i)~~into ~~operating~~an ~~expenses,~~agreement ~~capital~~with ~~expenditures~~a ~~and~~publicly ~~revenues~~traded ~~between~~large‑cap ~~the~~midstream ~~effective~~provider ~~date~~to ~~and~~process the ~~closing~~Company’s ~~date,~~gas ~~(ii)~~production ~~title,~~at ~~casualty~~an ~~and~~alternative ~~environmental~~facility. ~~defects,~~The ~~and~~Company ~~(iii)~~has ~~other~~utilized ~~purchase~~this ~~price~~provider ~~adjustments~~since ~~customary~~the inAGI ~~oil~~facility ~~and~~went ~~gas~~offline, ~~purchase~~ and ~~sale~~a ~~agreements.~~significant ~~Pursuant~~facility toexpansion ~~the~~completed ~~terms~~in of the ~~Sale~~fourth ~~Agreement,~~quarter ~~MCM~~of ~~paid~~2025 ~~into~~now ~~escrow~~enables athe ~~deposit~~provider ~~totaling~~to ~~approximately~~process ~~$6.26~~substantially ~~million,~~all ~~which~~of ~~amount~~the ~~will~~Company’s begas ~~applied~~volumes tofrom the ~~purchase~~Monument ~~price~~Draw ~~if the transaction closes~~Field.

~~MCM~~As ~~and~~expanded capacity became available, the Company ~~each~~increased ~~make~~production ~~representations~~volumes directed to this alternate processing facility throughout late December 2025 and ~~warranties~~January 2026. inMost recently, the ~~Sale~~facility ~~Agreement~~has ~~that~~processed ~~are~~more ~~customary~~than ~~for~~30 MMcf/d of the Company’s gas production, compared to a ~~transaction~~December average of ~~this~~approximately ~~type~~17.4 MMcf/d. ~~The~~This ~~Sale~~increased ~~Agreement~~processing ~~also~~capability ~~includes~~has ~~customary~~enhanced ~~covenants~~flow ~~relating~~assurance toand ~~the~~operational ~~operation~~reliability ofand has resulted in an increase in the ~~West~~Company’s ~~Quito~~average ~~Assets~~oil ~~and~~production ~~other~~of ~~matters. Purchase~~approximately ~~price~~1,200 ~~adjustments~~net ~~attributable~~barrels toof ~~title~~oil orper ~~environmental~~day ~~defects~~month‑to‑date ~~are~~in ~~subject~~January 2026 compared to ~~certain~~the ~~threshold~~Company’s ~~limitations~~December average.

~~The~~Item ~~completion of the divestiture of the West Quito Assets is subject to customary closing conditions~~9.01 ~~The~~Financial ~~parties~~Statements ~~may~~and ~~terminate the Purchase Agreement if certain closing conditions have not been satisfied, or if total adjustments to the purchase price exceed 20% of the purchase price, approximately $12~~Exhibits.52 million, or the transaction has not closed on or before March 26, 2026. If one or more of the closing conditions are not satisfied, or if the transaction is otherwise terminated, the divestiture may not be completed. There can be no assurance that the Company will sell the West Quito Assets on the terms or timing described or at all.

~~TenOaks~~(d)Exhibits. ~~Energy~~The ~~Advisors~~following isexhibits ~~serving~~are furnished as ~~financial~~part ~~advisor~~of tothis ~~the~~Current ~~Company.~~ Report on Form 8-K:


Exhibit No.		Description

99.1		Press Release issued by Battalion Oil Corporation dated January 23, 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
December 19, 2025	By:	/s/ Matthew B. Steele
January 23, 2026	By:	/s/ Matthew B. Steele
	Name:	Matthew B. Steele
	Title:	Chief Executive Officer

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